Kokuyo Camlin Limited

75th Annual Report 2021-22

Leveraging
KOKUYO CAMLIN LIMITED I 75th ANNUAL REPORT 2021-22

Strengths
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01-04 CORPORATE OVERVIEW INVESTOR INFORMATION
CIN : L24223MH1946PLC005434
Leveraging Strengths 01
BSE Code : 523207
Unleashing Creativity 02
AGM Date : Wednesday, 29th June, 2022,
Corporate Information 04 11.00 AM

AGM Venue/Mode : Video Conferencing (“VC”)

/ Other Audio Visual Means

05-66 STATUTORY REPORTS (“OAVM”)

Please find our online version at

Notice 05 https://www.kokuyocamlin.com/annual-reports.html
or
Directors’ Report 19
Simply scan the QR code below to view our previous
Management Discussion and Analysis 34 year’s report:
Corporate Governance 39
Business Responsibility Report 60

67-128 FINANCIAL STATEMENTS

Independent Auditor’s Report
Balance Sheet
Statement of Profit and Loss
Statement of Cash Flows
Statement of Changes in Equity 82
Notes to the Financial Statement
67 Disclaimer :
Disclaimer: This document contains statements about
78
expected future events and financials of Kokuyo Camlin Limited,
79 which are forward looking. By their nature, forward-looking
statements require the Company to make assumptions and are
80 subject to inherent risks and uncertainties. There is significant
risk that the assumptions, predictions and other forward-
looking statements may not prove to be accurate. Readers
are cautioned not to place undue reliance on forward-looking
83 statements, as a number of factors could cause assumptions,
actual future results and events to differ materially from those
expressed in the forward-looking statements. Accordingly,
this document is subject to the disclaimer and qualified in its
entirety by the assumptions, qualifications and risk factors
referred to in the Management Discussion and Analysis of this
Annual Report.
LEVERAGING
STRENGTHS
At Koyuyo Camlin we have been consistently
upfront about the challenges, but we are equally
proactive to rightly strategize and embrace
tomorrow. From strengthening our portfolio to
enhancing our reach, we are always in pursuit
of excellence to deliver sustained value to
our stakeholders. Our strengths, capabilities,
competencies and beliefs have helped us
overcome hurdles, set new benchmarks and
open new vistas of growth.

We have ensured that our strengths and

proposition are well-aligned with our strategy
and goals. As a result, our Company’s priorities
have become more focused and our responses
stronger.

Our focus and fortitude would help us emerge

stronger and continue to rise.
UNLEASHING
CREATIVITY
All round the year Kokuyo Camlin organised several campaigns and took various
initiatives to bring joy and happiness to our audiences. We took steps to indulge
the artists to soak in creativity and bring out their creative best.

LIFE LINES ON CANVAS:

Displayed at Belagavi Airport

Art has always been the most ancient form of expression. Art is a language that has transcended decades and all frontiers,
from cave drawings to our little toddlers scribbling on paper. Colors do not have limitations, they are boundless, they do not
have age bars, they do not differentiate or discriminate. Art, colors, paintings unite people in thoughts, cultures, creativity and
the joy of creating it. Keeping this thought in mind, ‘Life Lines on Canvas’ was initiated and a painting has been created with
the hand impressions of 350+ people spanning across all age groups from 3 to 96 years on a Canvas Size 6 x 9 feet using
Kokuyo Camlin colors. The painting has been displayed at the Belagavi airport.

CELEBRATION OF SWARNIM VIJAY

VARSH:
India celebrated 50 years of its victory against Pakistan
in the Indo-Pak War 1971. This being a golden jubilee
was named as Swarnim Vijay Varsh. Every year a ‘Victory
Flame’ is taken to major cities and finally reaches New
Delhi.
Kokuyo Camlin was esteemed to being a part of
this Swarnim Varsh, at the Southern Command War
Memorial- Army Camp, Pune to honor the veterans and
armed forces. The Company performed live painting
demonstration depicting the Theme- Swarnim Vijay Varsh.

2
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Corporate Overview
FLUID ART:
Fluid Art also known as paint pouring uses acrylic paints
in fluid consistency to create abstract art. It can be done
in various forms like pouring, dripping, swirling, glazing,
dipping and many more and adds a whole lot of fun
without artistic skills.

Statutory Reports
We conducted several fluid art contests across Surat,
Ahmedabad , Vadodara and Rajkot and Tier II towns like
-Vapi , Valsad , Anand, Nadiyad and Bhavnagar with huge
success.

CORPORATE WORKSHOP:
Cadila Healthcare Ltd, Zydus:
During the year we organized Special, Fluid Acrylic Colour
(FAC) Workshop, for Cadila Healthcare Ltd’s (Zydus),

Financial Statements
employees at Ankleshwar, Gujarat. It was an overwhelming
response from the participants who enjoyed using colours
to create different pattern out of FACs on Canvas. They
were overjoyed to recognise the hidden artist in them. This
activity being unique in nature for adults also acted as a
stress buster in the difficult times.

FABRICA ACRYLIC COLOUR

(KATHAKALI FACE):
This activity was conducted across 11 schools and four Art
classes of Gujarat. There were 820 participants in this event.
A similar activity Fabrica Acrylic colour (Kalamkari
wall clock) workshop was organized for JD Institute of
Fashion Technology, Vadodara. Gujarat.
A good number of adolescent and young artists
participated making the activity a grand success.

ONLINE WORKSHOP
We developed a weekly online workshop for art
enthusiasts during second wave of the pandemic.
The idea was to keep them engaged and enhance our
interaction in an environment of stress and fear. This
workshop received a tremendous amount of support,
and we decided to keep it going for another six months.
We were able to enroll over 30,000 art enthusiasts during
this campaign.

3
CORPORATE
INFORMATION
Chairman Emeritus Bankers
Mr. Subhash Dandekar Mizuho Bank Ltd.
MUFG Bank Ltd.
Board of Directors
Sumitomo Mitsui Banking Corporation
Mr. Dilip Dandekar (Chairman & Non-Executive Director)
HDFC Bank Ltd.
Mr. Shriram Dandekar (Vice Chairman & Executive Director)
Mr. Koji Higashiguchi (Non-Executive Director) Registrar & Transfer Agents
Mr. Nobuchika Doi (Non-Executive Director) Link Intime India Pvt. Ltd.
C-101, 247 Park,
Independent Directors
LBS Marg, Vikhroli (West),
Mr. Shishir Desai
Mumbai - 400 083.
Mr. Sriram Venkataraman
Tel: 91-022-4918 6270
Ms. Nandini Chopra
Fax: 91-022-4918 6060
Mr. Yasuyuki Kanebako
Email: rnt.helpdesk@linkintime.co.in
Chief Executive Officer
Audit Committee
Mr. Satish Veerappa
Mr. Shishir Desai, Chairman
Chief Financial Officer Mr. Sriram Venkataraman, Member
Mr. Chetan Badal Ms. Nandini Chopra, Member
Company Secretary & Compliance Officer Mr. Yasuyuki Kanebako, Member
Ms. Hinal Chheda Mr. Koji Higashiguchi, Member

Registered Office Stakeholders’ Relationship Committee

48/2, Hilton House, Central Road, Mr. Shishir Desai, Chairman
M.I.D.C., Andheri (East), Mr. Shriram Dandekar, Member
Mumbai - 400 093. Mr. Nobuchika Doi, Member
CIN: L24223MH1946PLC005434 Remuneration & Nomination Committee
Works Mr. Shishir Desai, Chairman
Patalganga: Plot No. F/8, Mr. Dilip Dandekar, Member
Additional Patalganga MIDC, Ms. Nandini Chopra, Member
Village: Chavane, Taluka: Panvel, Mr. Sriram Venkataraman, Member
Dist. Raigad - 410 220. Corporate Social Responsibility Committee
Tarapur: M.I.D.C., Boisar, Tarapur, Ms. Nandini Chopra, Chairperson
Dist. Thane 401 506. Mr. Shriram Dandekar, Member
Mr. Yasuyuki Kanebako, Member
Jammu: Industrial Growth Centre,
Samba Phase I, Jammu, J&K State. Risk Management Committee
101, Gangyal Industrial Area, Mr. Shriram Dandekar, Chairman
Phase II, Jammu - 180 004. Ms. Nandini Chopra, Member
Mr. Nobuchika Doi, Member
Auditors Mr. Satish Veerappa, Member
M/s. BSR & Co. LLP
Chartered Accountants
Mumbai

4
 Annual Report - 2021-22
Notice
NOTICE is hereby given that the 75th Annual General Meeting
of the Members of Kokuyo Camlin Limited, will be held on
Wednesday, the 29th June, 2022 at 11.00 a.m. through Video
Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to
transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial
statements for the financial year ended 31st March,
2022 and the Reports of the Directors and Auditors
thereon.
2. To appoint a Director in place of Mr. Dilip Dandekar (DIN:
00846901), who retires by rotation and being eligible
offers himself for re-appointment.
3. To consider and if thought fit, to pass, with or without
modification(s), the following resolution, as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 139, 142 and other applicable provisions if
any, of the Companies Act, 2013 and the Companies
(Audit & Auditors) Rules, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the
time being in force) and on the recommendation of
the Audit Committee and the Board of Directors of the
Company, M/s. B S R & Co., LLP, Chartered Accounts
(Firm Registration No.: 101248W/W-100022) be and
are hereby re-appointed as Statutory Auditors of the
Company to hold the office for a second term of five
consecutive years from the conclusion of the seventy
fifth annual general meeting until the conclusion of the
eightieth annual general meeting, at such remuneration
as may be mutually agreed up on by the Board of Directors
and the Auditors, in addition to the reimbursement of
applicable taxes and out of pocket expenses incurred in
connection with the audit of accounts of the Company.
RESOLVED FURTHER THAT the Board of Directors
(including committee thereof) be and are hereby
authorized to decide and/or alter the terms and
conditions of the appointment including the
remuneration for subsequent financial years as it may
deem fit.”
5
 KOKUYO CAMLIN LIMITED
Corporate Overview
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass, with or without
modification(s), the following resolution, as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 149, 150, 152 read with Schedule IV and any
Statutory Reports
other applicable provisions of the Companies Act 2013
(Act) and the Companies (Appointment and Qualification
of Directors) Rules 2014 (including any statutory
modification(s) or re-enactment thereof for the time
being in force), Regulation 25(2A) and other applicable
provisions of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (Listing Regulations)
and on the recommendation of Remuneration &
Nomination Committee and the Board of Directors, Ms.
Nandini Chopra (DIN: 07891312), Independent Non-
Financial Statements
Executive Director of the Company whose term expires
on 2nd August, 2022 being eligible for re-appointment
and who has submitted a declaration that she meets the
criteria for independence as provided in Section 149(6)
of the Act and Regulation 16 of Listing Regulations and
in respect of whom the Company has received a notice
in writing from a member under Section 160 of the Act
proposing her candidature for the office of Director of the
Company be and is hereby re-appointed as Independent
Non-Executive Director of the Company (not liable to
retire by rotation) to hold the office for second term of
five consecutive years with effect from 3rd August 2022
to 2nd August, 2027.
RESOLVED FURTHER THAT any one of the Directors of
the Company namely Mr. Dilip D. Dandekar, Chairman &
Non-Executive Director, Mr. Shriram S. Dandekar,
Vice-Chairman & Executive Director or Mr. Satish
Veerappa, Chief Executive Officer or Ms. Hinal Chheda,
Company Secretary & Compliance Officer be and are
hereby severally authorized to take all such steps as
may be deemed necessary, proper or expedient to give
effect to this resolution.”
5. To consider and if thought fit, to pass, with or without
modification(s), the following resolution, as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 197, 198 and other applicable provisions if
Notice (Contd.)
any, read with Schedule V of the Companies Act, 2013
and Rules made thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force), Regulation 17(6)(ca) and other applicable
provisions, if any, of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and on
the recommendation of Remuneration & Nomination
Committee and the Board of Directors, the consent of
the members be and is hereby accorded for the payment
of remuneration to Mr. Dilip Dandekar, Chairman and
Non- Executive Director of the Company by way of
perquisites in the form of Annual Subscription towards
club membership and Provision of Car and Driver with
maintenance expenses upto an amount not exceeding
`12,00,000 (Rupees Twelve Lakhs only) per annum.
RESOLVED FURTHER THAT the above mentioned total
remuneration shall be in addition to the fees payable to
him for attending the meetings of the Board/ Committees
thereof or for any other purpose whatsoever as may be
decided/ approved by the Board of Directors (including
any Committee thereof) and reimbursement of various
2.
expenses incurred in performance of his duties including
travelling and other out-of-pocket expenses as required
from time to time.
RESOLVED LASTLY THAT Mr. Shriram S. Dandekar,
Vice-Chairman & Executive Director or Mr. Satish
Veerappa, Chief Executive Officer or Ms. Hinal Chheda,
Company Secretary & Compliance Officer be and are
hereby severally authorised to take all such steps as
may be deemed necessary, proper or expedient to give
effect to this resolution.”
Regd. Office: By Order of the Board
Kokuyo Camlin Limited
CIN: L24223MH1946PLC005434
48/2, Hilton House, Hinal Chheda
Central Road, M.I.D.C, Company Secretary &
Andheri (East), Compliance Officer
Mumbai-400 093.
Dated: 6th May, 2022
NOTES:
1. Pursuant to General Circular Nos. 14/2020, 17/2020,
20/2020, 02/2021, 19/2021, 21/2021 and 02/2022
dated April 8, 2020, April 13, 2020, May 5, 2020,
6
January 13, 2021, December 8, 2021, December 14, 2021
and May 5, 2022 respectively issued by the Ministry of
Corporate Affairs (‘MCA’) (collectively referred to as ‘MCA
Circulars’), and Circular Nos. SEBI/HO/CFD/CMD1/
CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11
and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated
May 12, 2020, January 15, 2021 and May 13, 2022
respectively (collectively referred to as 'SEBI Circulars')
holding of the Annual General Meeting (‘AGM’)
through VC/OAVM, without the physical presence of
the Members, is permitted. In compliance with the
provisions of the Companies Act, 2013 (‘the Act’), SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (‘Listing Regulations’),
MCA Circulars and SEBI Circulars, the AGM of the
Company is being held through VC/ OAVM which does
not require physical presence of members at a common
venue. The proceedings of the AGM will be deemed to
be conducted at the Registered Office of the Company
which shall be the deemed Venue of the AGM.
Pursuant to the provisions of the Act, a Member entitled
to attend and vote at the AGM is entitled to appoint a
proxy to attend and vote on his/her behalf and the
proxy need not be a Member of the Company. However,
since this AGM is being held through VC/ OAVM,
whereby physical attendance of Shareholders has been
dispensed with and in line with the said MCA Circulars,
THE FACILITY TO APPOINT A PROXY TO ATTEND AND
CAST VOTE FOR THE SHAREHOLDER IS NOT MADE
AVAILABLE FOR THIS AGM and hence the Proxy Form
and Attendance Slip are not annexed to this Notice.
However, in terms of the provisions of Section 112
and 113 of the Act read with the said MCA Circulars,
Corporate Members are entitled to appoint their
authorized representatives to attend the AGM through
VC/ OAVM on their behalf and participate thereat,
including cast votes by electronic means.
Corporate Members intending to appoint their
authorized representatives to attend the Meeting
pursuant to Section 113 of the Act are requested to send
to the Company, a certified copy of the relevant Board
Resolution together with their respective specimen
signatures authorizing their representative(s) to attend
and vote on their behalf.
 Annual Report - 2021-22
Notice (Contd.)
3. The Explanatory statement as required under Section
102 of the Act in respect of the business referred to
under Item Nos. 3 to 5 (both numbers inclusive) is
annexed hereto. The Board of Directors of the Company
at its meeting held on 6th May, 2022 considered that
the business under Item No. 3 to 5, being considered
unavoidable, be transacted at the 75th AGM of the
Company.
4. The Shareholders can join the AGM in the VC/ OAVM
mode 15 minutes before and after the scheduled time
of the commencement of the meeting by following the
procedure mentioned hereinbelow in the Notice. The
facility of participation at the AGM through VC/ OAVM will
be made available for 1,000 Shareholders on ‘first come
first serve’ basis. This will not include large Shareholders
(i.e. Shareholders holding 2% or more), Promoters,
Directors, Key Managerial Personnel, the Chairpersons
of the Audit Committee, Remuneration and Nomination
Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the AGM without
restriction on account of ‘first come first serve’ basis.
5. The attendance of the Shareholders attending the AGM
through VC/ OAVM will be counted for the purpose of
reckoning the quorum under Section 103 of the Act.
6. The Register of Members and Share Transfer Books will
remain closed from 25th June, 2022 to 29th June, 2022
(both days inclusive).
7. In compliance with Section 124 (6) of the Act, the shares
in respect of which dividend was unclaimed for a period
of seven years or more have been transferred in the
name of ‘Investor Education and Protection Fund’ (IEPF)
established by the Central Government. Members may
claim the said shares and unpaid dividend by making an
application to IEPF Authority in Form IEPF-5 available on
www.iepf.gov.in.
8. As per the provisions of Investor Education and
Protection Fund (Uploading of Information regarding
Unpaid and Unclaimed Amounts lying with Companies)
Rules, 2014, the Company has placed on its website
(www.kokuyocamlin.com) the information on dividend
which remains unclaimed with the Company for the
financial year ended 31st March, 2009 and thereafter.
The information is also available on the website of the
Ministry of Corporate Affairs (www.mca.gov.in).
7
 KOKUYO CAMLIN LIMITED
Corporate Overview
9. As per Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2, details in respect of the Directors
seeking re-appointment at the Annual General Meeting
forms integral part of the notice.
10. Shareholders, who would like to express their views/have
questions may send their questions in advance at least
seven working days prior to the meeting mentioning
Statutory Reports
their name, demat account number/folio number, email
id, mobile number at investorrelations@kokuyocamlin.
com. The same will be replied by the Company suitably.
11. Members who would like to register themselves as a
speaker at the AGM shall send a request to the Company
at investorrelations@kokuyocamlin.com from 20th
June, 2022 to 24th June, 2022. The Company reserves
the right to restrict the number of questions and number
Financial Statements
of speakers, depending on the availability of time for the
AGM.
12. The Securities and Exchange Board of India (SEBI)
has mandated the submission of Permanent Account
Number (PAN) by every participant in the securities
market. Accordingly, members holding shares in
electronic form are requested to submit their PAN to the
Depository Participants with whom they maintain their
demat accounts. Members holding shares in physical
form should submit their PAN to the Company/ R&T
Agent.
13. In compliance with the provisions of Section 108 of the
Act and the rules framed thereunder and Regulation 44 of
the Listing Regulations, the members are provided with
the facility to cast their votes electronically, through the
e-voting services provided by NSDL, on the resolutions
set forth in this notice. Any person who acquires shares
of the Company and becomes member of the Company
after dispatch of the notice of AGM and holding shares
as on the cut-off date i.e. 22nd June, 2022, may obtain
the login ID and password by sending a request at
evoting@nsdl.co.in. Instructions for e-voting are given
hereunder. Resolution(s) passed by the members
through e-voting is/ are deemed to have been passed
as if they have been passed at the AGM.
14. Since the AGM is held through VC/OAVM, the facility for
voting through Ballot paper shall not be made available
at the AGM.
Notice (Contd.)
15. The Board of Directors of the Company, at its meeting
held on 6th May, 2022 has appointed Mr. J. H.
Ranade, Partner failing which Mr. Sohan J. Ranade,
Partner failing which Ms. Tejaswini Jogal, Partner of
M/s. JHR & Associates as the Scrutinizer to scrutinize
the remote e-Voting process and casting vote through
the e-Voting system during the meeting in a fair and
transparent manner. Upon completion of the scrutiny
of the e-voting, the Scrutinizer will submit his report to
the Chairman & Non-Executive Director of the Company.
The results will be declared on or before 1st July, 2022
and communicated to the Stock Exchanges, Depository,
Registrar and Share Transfer Agent and displayed on the
Company’s website at www.kokuyocamlin.com.
16. In compliance with aforesaid MCA and SEBI circulars,
the Notice of the AGM along with the Annual Report
2021-22 is being sent only through electronic mode to
those Members whose email addresses are registered
with the Company/Depositories. Members may note
that the Notice calling AGM and Annual Report 2021-
22 are available on the website of the Company at
www.kokuyocamlin.com, on the websites of the
Stock Exchanges i.e. BSE Limited and National Stock
Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively, and on the website
of National Securities Depository Limited (NSDL) i.e.
www.evoting.nsdl.com (the Authorised agency for
providing voting through electronic means and AGM
through VC/OAVM). Company’s web-link on the above
will also be provided in advertisement being published
in newspaper having wide circulation in India (English
Language) and local newspaper (Marathi Language).
17. Since the AGM will be held through VC/OAVM, the Route
Map is not annexed to this Notice.
18. Pursuant to the Circular no. SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2021/655 dated 3rd November, 2021,
the SEBI mandated the listed Companies to record the
PAN, Nomination, KYC details and Bank account details
of all the shareholders holding physical securities till
8
31st March, 2023, failing which the account shall be
frozen. Accordingly, our RTA has sent a letter along with
the KYC form to the concerned members for submitting
the aforesaid information. Members holding shares
in physical form are requested to provide their details
as per the KYC form enclosed to the letter. Relevant
details and forms prescribed by SEBI in this regard
are available on the website of the Company at https://
www.kokuyocamlin.com/share-information.html.
19. SEBI vide its Circular no. SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated 25th January, 2022
mandated the listed Companies to issue the securities
only in dematerialized form while processing the service
requests viz. issue of duplicate Securities certificate,
Claim from unclaimed Suspense Account, renewal
/ exchange of Securities certificate, Endorsement,
Sub-division / splitting of Securities certificate,
Consolidation of Securities certificate / folios,
Transmission and Transposition. In view of this, to
eliminate all risks associated with physical shares and
for ease of portfolio management, members holding
shares in physical form are requested to consider
converting their holdings to dematerialized form.
Members can contact the Company Secretary or Link
Intime India Pvt. Ltd., Company’s Registrar and Share
Transfer Agents (“RTA”) for assistance in this regard.
20. To prevent fraudulent transactions, Members are advised
to exercise due diligence and notify the Company of any
change in address or demise of any Member as soon as
possible. Members are also advised to not leave their
demat account(s) dormant for long. Periodic statement
of holdings should be obtained from the concerned
Depository Participant (‘DP’) and holdings should be
verified from time to time.
21. To support the ‘Green Initiative’, Members who have not
yet registered their email addresses are requested to
register the same with their DPs in case the shares are
held by them in electronic form and with RTA in case the
shares are held by them in physical form.
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notice (Contd.)

Corporate Overview
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-
The remote e-voting period begins on Sunday, 26th June, 2022 at 09:00 A.M. and ends on Tuesday, 28th June, 2022 at
05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear
in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 22nd June, 2022, may cast their vote
electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the
Company as on the cut-off date, being 22nd June, 2022.
How do I vote electronically using NSDL e-Voting system?

Statutory Reports
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in
order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method

Financial Statements
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.
Shareholders holding com either on a Personal Computer or on a mobile. On the e-Services home page click
securities in demat on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.
mode with NSDL. This will prompt you to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value added services.
Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you
will be re-directed to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.

9
Notice (Contd.)

Type of shareholders Login Method

Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user id
Shareholders holding and password. Option will be made available to reach e-Voting page without any further
securities in demat authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.
mode with CDSL com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest, the user will be also able to see the E Voting Menu.
The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast
your vote.

3. If the user is not registered for Easi/Easiest, option to register is available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the
demat Account. After successful authentication, user will be provided links for the
respective ESP i.e. NSDL where the e-Voting is in progress.
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders (holding Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to
securities in demat see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
mode) login through site after successful authentication, wherein you can see e-Voting feature. Click on company
their depository name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
participants of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990
and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk
securities in demat mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-
23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.

10
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notice (Contd.)

Corporate Overview
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the
screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your
existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can
proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Statutory Reports
Manner of holding shares i.e. Demat (NSDL or CDSL) or Your User ID is:
Physical
a. For Members who hold shares in demat account 8 Character DP ID followed by 8 Digit Client ID
with NSDL. For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.
b. For Members who hold shares in demat account 16 Digit Beneficiary ID
with CDSL. For example if your Beneficiary ID is 12************** then
your user ID is 12**************
c. For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with

Financial Statements
the company
For example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***

5. Password details for shareholders other than Individual
shareholders are given below:
a) If you are already registered for e-Voting, then you
can use your existing password to login and cast
your vote.
b) If you are using NSDL e-Voting system for the first
time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter
the ‘initial password’ and the system will force you
to change your password.
c) How to retrieve your ‘initial password’?
i. If your email ID is registered in your demat
account or with the company, your ‘initial
password’ is communicated to you on your
email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email
and open the attachment i.e. a .pdf file.
Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL
account or folio number for shares held in
physical form. The .pdf file contains your
‘User ID’ and your ‘initial password’.
ii. If your email ID is not registered, please
follow steps mentioned below in process
for those shareholders whose email ids are
not registered.
6. If you are unable to retrieve or have not received the “
Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you
are holding shares in your demat account with
NSDL or CDSL) option available on www.evoting.
nsdl.com.
b) “Physical User Reset Password?” (If you are
holding shares in physical mode) option available
on www.evoting.nsdl.com.
c) If you are still unable to get the password by
aforesaid two options, you can send a request
at evoting@nsdl.co.in mentioning your demat
account number/folio number, your PAN, your
name and your registered address etc.
d) Members can also use the OTP (One Time
Password) based login for casting the votes on
the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms
and Conditions” by selecting on the check box.

11
Notice (Contd.)
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of
e-Voting will open.
Step 2: Cast your vote electronically and join Annual General
Meeting on NSDL e-Voting system.
How to cast your vote electronically and join Annual General
Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all
the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active
status.
2. Select “EVEN” of company for which you wish to cast
your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed
under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page
opens.
4. Cast your vote by selecting appropriate options i.e.
assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit”
and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully”
will be displayed.
6. You can also take the printout of the votes cast by you
by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will
not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority
letter etc. with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to
the Scrutinizer by e-mail to info@jhrasso.co.in with a
copy marked to evoting@nsdl.co.in.
2. It is strongly recommended not to share your password
with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will
be disabled upon five unsuccessful attempts to key in
12
the correct password. In such an event, you will need
to go through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free no.:
1800 1020 990 and 1800 22 44 30 or send a request
to Ms. Sarita Sangishetti, Assistant Manager, NSDL at
evoting@nsdl.co.in.
Process for those shareholders whose email ids are not
registered with the depositories for procuring user id and
password and registration of e mail ids for e-voting for the
resolutions set out in this notice:
1. In case shares are held in physical mode, please
provide Folio No., Name of shareholder, scanned
copy of the share certificate (front and back), PAN
(self attested scanned copy of PAN card), AADHAR
(self attested scanned copy of Aadhar Card) by email to
investorrelations@kokuyocamlin.com.
2. In case shares are held in demat mode, please provide
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated
Account statement, PAN (self attested scanned copy
of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) to investorrelations@kokuyocamlin.com.
If you are an Individual shareholders holding securities
in demat mode, you are requested to refer to the login
method explained at step 1 (A) i.e. Login method for
e-Voting and joining virtual meeting for Individual
shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request
to evoting@nsdl.co.in for procuring user id and password
for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020
on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat
mode are allowed to vote through their demat
account maintained with Depositories and Depository
Participants. Shareholders are required to update their
mobile number and email ID correctly in their demat
account in order to access e-Voting facility.
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notice (Contd.)

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE
DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is
same as the instructions mentioned above for remote
e-voting.
2. Only those Members/ shareholders, who will be present
Corporate Overview
2. You are requested to click on VC/OAVM link placed
under Join General Meeting menu. The link for VC/
OAVM will be available in Shareholder/Member login
where the EVEN of Company will be displayed. Please
note that the members who do not have the User ID and
Password for e-Voting or have forgotten the User ID
and Password may retrieve the same by following the

in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote
e-Voting and are otherwise not barred from doing so,
shall be eligible to vote through e-Voting system in the
3.
AGM.
3. Members who have voted through Remote e-Voting will
be eligible to attend the AGM. However, they will not be
4.
eligible to vote at the AGM.
4. The details of the person who may be contacted for any
Statutory Reports
remote e-Voting instructions mentioned in the notice to
avoid last minute rush. Members are encouraged to join
the Meeting through Laptops for better experience.
Further, Members will be required to allow Camera and
use Internet with a good speed to avoid any disturbance
during the meeting.
Please note that Participants Connecting from Mobile
Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due

Financial Statements
grievances connected with the facility for e-Voting on the to Fluctuation in their respective network. It is therefore
day of the AGM shall be the same person mentioned for recommended to use Stable Wi-Fi or LAN Connection to
Remote e-voting. mitigate any kind of aforesaid glitches.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM

THROUGH VC/OAVM ARE AS UNDER:
Regd. Office: By Order of the Board
1. Member will be provided with a facility to attend the Kokuyo Camlin Limited
AGM through VC/OAVM through the NSDL e-Voting CIN: L24223MH1946PLC005434
system. Members may access by following the steps 48/2, Hilton House, Hinal Chheda
mentioned above for Access to NSDL e-Voting system. Central Road, M.I.D.C, Company Secretary &
After successful login, you can see link of “VC/OAVM Andheri (East), Compliance Officer
link” placed under “Join General meeting” menu against Mumbai-400 093.
company name. Dated: 6th May, 2022

13
Annexure forming part of the Notice
Explanatory Statement
(Pursuant to Section 102 of the Companies Act, 2013)

Item No.3

This Explanatory Statement is provided though strictly Item No. 4

not required as per the provisions of Section 102 of the
Companies Act, 2013.
M/s. B S R & Co., LLP, Chartered Accountants (Firm Registration
No. 101248W/W-100022) were appointed as Statutory Auditor
of the Company at seventieth Annual General Meeting (AGM)
of the Company held on 28th June, 2017 for a period of five
years commencing from the conclusion of seventieth AGM
till the conclusion of seventy fifth AGM, subject to ratification
of the appointment by the members every year. However,
MCA vide notification dated 7th May, 2018 had omitted the
requirement under the first proviso to Section 139 of the Act
and Rule 3(7) of the Companies (Audit and Auditors) Rule, 2014
regarding ratification of appointment of Statutory Auditors by
the members at every subsequent AGM.
Consequently, the first term of five consecutive years of M/s.
B S R & Co., LLP, Chartered Accountants as Statutory Auditors
of the Company will expire at the conclusion of seventy fifth
AGM of the Company.
Pursuant to Section 139(2) of the Act, the Company can
appoint an audit firm for two terms of five consecutive years.
Accordingly, M/s. B S R & Co., LLP, Chartered Accountants,
Mumbai, are proposed to be re-appointed as Statutory
Auditors of the Company for a second term of five consecutive
years commencing from the conclusion of Seventy fifth AGM
of the Company till the conclusion of eightieth AGM to be held
in the year 2027.
M/s. B S R & Co., LLP have consented to said re-appointment
and confirmed that their re-appointment, if made would be
within the limits specified under section 141(3)(g) of the Act.
They have further confirmed that they are not disqualified to
be re-appointed as Statutory Auditor in terms of the provisions
of Sections 139(1), 141(2) and 141(3) of the Act and the
provisions of the Companies (Audit and Auditors) Rules 2014
as amended from time to time.
None of the Directors/ Key Managerial Personnel of the
Company and their relatives are concerned or interested in
this resolution.
The Directors recommend the Ordinary Resolution no. 3 for
your approval.
Pursuant to the provisions of the Act and Listing Regulations,
Ms. Nandini Chopra, was appointed as Independent
Non-Executive Director of the Company w.e.f. 3rd August,
2017 to hold the office for a term of five consecutive years
up to 2nd August, 2022 by the members of the Company
by passing ordinary resolution through postal ballot on
26th December, 2017.
Based on recommendation of Remuneration and Nomination
Committee and in terms of the provisions of Sections 149,
150 and 152 read with Schedule IV and any other applicable
provisions of the Act and Listing Regulations, Ms. Nandini
Chopra, being eligible for re-appointment as an Independent
Director and offering herself for re-appointment is proposed
to be re-appointed as an Independent Non-Executive Director
for second term of five consecutive years effective from 3rd
August, 2022 to 2nd August, 2027.
The Company has received a notice in writing under the
provisions of Section 160 of the Act from member proposing
the candidature of Ms. Nandini Chopra for re-appointment as
an Independent Director as per the provisions of the Act.
The Company has also received a declaration from
Ms. Nandini Chopra that she meets the criteria of Independence
as prescribed both under sub-section (6) of Section 149 of the
Act and under Regulation 16 of the Listing Regulations.
Details of Ms. Nandini Chopra as required under the
Regulations 36(3) and 26(4) of the Listing Regulations and
Secretarial Standards 2 on General Meetings issued by the
Institute of Company Secretaries of India have been given in
the Annexure for the information of members.
In the opinion of the Board, Ms. Nandini Chopra fulfills the
conditions specified in the Act and rules made thereunder
for her re-appointment as an Independent Director of the
Company and is independent of Management. A copy of draft
letter for appointment of Ms. Nandini Chopra as an Independent
Director setting out the terms and conditions would be
available for inspection by the members at Company’s web
site www.kokuyocamlin.com up to last date of e-voting i.e.
28th June, 2022.

14
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Annexure forming part of the Notice

Corporate Overview
Explanatory Statement
(Pursuant to Section 102 of the Companies Act, 2013) (Contd.)

The Board considers that her continued association would
be of immense benefit to the Company and it is desirable
to continue to avail services of Ms. Nandini Chopra as an
Independent Director.
None of the Directors/Key Managerial Personnel of the
Company and their relatives except the appointee are
concerned or interested in the resolution.
Chambers Federation which has benefited the Company from
time to time. It is in the interest of the Company to continue to
avail his services and guidance.
As per the provisions of Regulation 17(6)(ca) and other
applicable provisions, if any, of the Listing Regulations,
the approval of shareholders by special resolution shall be
obtained every year, in which the annual remuneration payable

The Directors recommend the special resolution no. 4 for your
approval.
Item No. 5
The Board of Directors in its meeting held on 10th August, 2021
had approved the re-designation of Mr. Dilip D. Dandekar from
Director in whole-time employment designated as Chariman
and Executive Director to Chairman and Non-Executive
Statutory Reports
to a single non-executive director exceeds fifty per cent of
the total annual remuneration payable to all non-executive
directors, giving details of the remuneration thereof.
Since the payment of remuneration to Mr. Dilip Dandekar
exceeds fifty per cent of the total annual remuneration
payable to all non-executive directors, the Company seeks
your approval by way of special resolution for the payment of
remuneration as mentioned above.

Financial Statements
Director effective from 1st September 2021. The payment of such remuneration was approved by the Board
Consequent to his re-designation and based on the of Directors in their meeting held on 6th May, 2022 based on
recommendation of the Remuneration and Nomination the recommendation of the Remuneration and Nomination
Committee, the Board in its meeting held on 31st August, Committee and subject to the approval of members.
2021 approved the payment of remuneration by way of The information as required under Part II of Section II of
perquisites upto an amount not exceeding `9,50,000 (Rupees Schedule V of the Companies Act, 2013.
Nine Lakhs Fifty Thousand Only) per annum, in the form of
I. GENERAL INFORMATION:
Annual Subscription towards club membership and provision
of Car and Driver with maintenance expenses to Mr. Dilip D. i. Nature of Industry:
Dandekar, Chairman and Non-Executive Director effective from The Company is a Manufacturer of Consumer
1st September, 2021. The said payment was also approved by Products (Art Materials and Stationery).
the Members of the Company by passing a special resolution
ii. Date or expected date of commencement of
through postal ballot on 23rd December, 2021.
commercial production:
The Company now proposes to pay remuneration to The Company was incorporated on 24th
Mr. Dilip D. Dandekar, Chairman and Non-Executive Director December 1946 as a Private Limited Company
by way of aforesaid perquisites not exceeding `12,00,000 and has been operative since then.
(Rupees Twelve Lakhs Only) per annum. The above mentioned
iii. Financial Performance based on given indicators
remuneration shall be in addition to the fees payable to him
– (Rs. In Lakhs)
for attending the meetings of the Board/ Committees thereof
or for any other purpose whatsoever as may be decided/ Sr. Particulars 2021-22 2020-21 2019-20
approved by the Board of Directors (including any Committee No.
thereof) and reimbursement of various expenses incurred 1 Revenue from 50847.23 40312.37 63403.49
in performance of his duties including travelling and other operations (Net)
out-of-pocket expenses as required from time to time. 2 Profit /(Loss) (472.85) (1816.29) 878.45
before tax
Mr. Dilip Dandekar is associated and held various positions
with industry bodies namely, Indian Merchants’ Chamber, 3 Profit / (Loss) (472.85) (1461.84) 435.62
FICCI and International Chambers of Commerce (ICC) World after tax

15
 iv. Foreign Investments or Collaborations, if any.
During the year, the Company has not entered into
any Foreign Collaborations or made any Foreign
Investments.
Kokuyo Co. Ltd., Japan, Promoters and also our
holding Company have invested Rs. 16,168 Lakhs
by way of Equity shares. These FDI Investment
were made against preferential allotment and
rights Issue.
II. INFORMATION ABOUT MR. DILIP DANDEKAR:
i. Background Details:
Mr. Dilip D. Dandekar (70) G.C.D, is one of the
promoter of the Company. He is associated with
the Company since 1971 and was later appointed
as Whole-time Director in the year 1979 and as
Chairman & Managing Director of the Company,
from 1st June, 2002. The Board of Directors in
its meeting held on 1st February, 2013 appointed
Mr. Dilip D. Dandekar as Chairman & Executive
Director of the Company. Further, the Board
of Directors approved his re-designation as
‘Chairman & Non-Executive Director’ with effect
from 1st September, 2021.
ii. Past Remuneration:
a) Rs.96.58 Lakhs - in the capacity of
Chairman & Executive Director (up to 31st
August, 2021)
b) Perquisites in the form of Annual
subscription towards club membership
and Provision of car and Driver with
maintenance expenses upto an amount not
exceeding upto ` 9.50 Lakhs per annum - in
the capacity of Chairman & Non-Executive
Director (w.e.f. 1st September, 2021)
16
iii. Recognition & Awards:
Not applicable.
iv. Job Profile and his suitability:
Mr. Dilip D. Dandekar has wide experience of over
51 years in the field of Marketing, Administration
and overall Management of the Company. With his
long standing experience and knowledge he has
successfully and in a sustained way contributed
towards the growth of the Company. Mr. Dilip
Dandekar is associated and held various positions
with industry bodies namely, Indian Merchants’
Chamber, FICCI and International Chambers of
Commerce (ICC) World Chambers Federation
which has benefited the Company from time
to time. It is in the interest of the Company to
continue to avail his services and guidance.
v. Remuneration Proposed:
As stated in the Explanatory Statement.
vi. Comparative remuneration profile with respect
to industry, size of the Company, profile of the
position and person:
Taking into consideration, the size of the Company,
the profile of Mr. Dilip Dandekar and the industry
benchmarks, the remuneration proposed to be
paid is commensurate with the remuneration paid
to Non-Executive Chairman in other Companies.
vii. Pecuniary relationship directly or indirectly with
the Company, or relationship with the managerial
personnel, if any:
Besides the remuneration proposed, Mr. Dilip
D. Dandekar does not have any other pecuniary
relationship with the Company and its managerial
personnel except that of Ms. Aditi D. Dighe,
 Annual Report - 2021-22
daughter of Mr. Dilip D. Dandekar, employed with
the Company as General Manager (Marketing)
and Mr. Rahul D. Dandekar, son of Mr. Dilip D.
Dandekar, employed with Company as General
Manager, Business Development, Fine Art &
Hobby.
III. OTHER INFORMATION:
a) Reasons for loss or inadequate profits:
The Company suffered a major loss due to
COVID-19 pandemic which caused disruptions
in business and overall operations on account of
lockdown imposed by the Government.
b) Steps taken or proposed to be taken for
improvement:
The Company has implemented major steps
to reduce operating cost. Cost reduction was
achieved through innovative ideas, renegotiations
of contracts and strong budgetary controls.
17
 KOKUYO CAMLIN LIMITED
Corporate Overview
c) Expected increase in productivity and profits in
measurable terms:
Considering the unpredictability around the end
date of pandemic, the focus of the company
is towards cutting losses and ensuring that
sufficient liquidity is maintained.
Statutory Reports
IV. Disclosures:
With regards to remuneration paid to Directors and
Manager, please refer the Corporate Governance Report
forming part of the Annual Report.
None of the Directors/ Key Managerial Personnel of the
Company and their relatives except Mr. Dilip Dandekar is
concerned or interested in this resolution. The relatives
of the said Director may be deemed to be interested to
Financial Statements
the extent of their shareholding, if any, in the Company.
The Directors recommend the Special Resolution no.5
for your approval.
Annexure to the Notice

Details of Directors seeking Re-Appointment at the ensuing Annual General Meeting

[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard 2 on General Meetings]

Name Mr. Dilip Dandekar Ms. Nandini Chopra

Designation Chairman & Non-Executive Director Independent Non-Executive Director
Director Identification Number 00846901 07891312
Age 70 years 51 years
Date of first Appointment on the Board 1st January, 1979 3rd August, 2017
Expertise in Specific Functional Area Over 51 years of wide experience in the Over 27 years of experience in financial
field of Marketing, Administration and advisory especially to the consumer
overall Management of the Company and retail sector in India. She also has
a wide range of experience in mergers
and acquisitions, sales and divestitures,
JV advisory, private equity raises, IPOs,
debt syndication and valuations.
Qualification G.C.D. Chemical engineer from BITS Pilani and
MBA from XLRI Jamshedpur.
Terms and Conditions of Re-appointment Liable to retire by rotation Not liable to retire by rotation
Details of remuneration sought to be paid `12,00,000 per annum by way of Not applicable
perquisites
Last drawn remuneration `96.58 Lakhs - in the capacity of Not applicable
Chairman & Executive Director (up to
31st August, 2021)

Perquisites in the form of Annual

Relationship with other Directors and Key Nil
Managerial Personnel
Directorship in other Companies
Chairman/Member in the Committees of
the Boards of other Listed Companies
No. of Shares held in the Company
Number of meetings of the Board
attended during the year
subscription towards club membership
and Provision of car and Driver with
maintenance expenses - in the capacity
of Chairman & Non-Executive Director
(w.e.f. 1st September, 2021)
Nil
9 Nil
1 (Member of the Audit Committee of Nil
Datamatics Global Services Limited)
200,000 Equity Shares Nil
8 8

18
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Directors’ Report

Corporate Overview
To,

The Shareholders of Kokuyo Camlin Limited

Your Directors have pleasure in presenting the 75th Annual Report on the business and operations of the Company together with
the Audited Financial Statements for the financial year ended 31st March, 2022.

FINANCIAL RESULTS:
(` In Lakhs)

Statutory Reports
Particulars 2021-2022 2020-2021
Gross Sales/Income from Business 54817.87 43774.93
Less : Discount on Sales 3970.64 3462.56
Net Sales/Income from Business 50847.23 40312.37
Other Income 71.21 32.51
Total Income 50918.44 40344.88
Profit Before Interest and Depreciation 1721.98 916.84
Less : Interest 425.49 892.90

Financial Statements
Less : Depreciation 1769.34 1840.23
(Loss)/Profit Before Tax (472.85) (1816.29)
Less : Provision for Tax
- Current - -
- Deferred - (351.58)
- Prior Years (Net) - (2.87)
(Loss)/Profit after Tax (472.85) (1461.84)
Balance carried to Balance Sheet
Earnings per share (Basic) (0.47) (1.46)
Earnings per share (Diluted) (0.47) (1.46)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE: DIVIDEND:

During the year the Company reported gross sale/ income of
`54817.87 Lakhs as compared to `43774.93 Lakhs for the
last year reflecting a growth of 25.23% over the corresponding
period of the previous year. During the year, Company took
major steps to reduce operating costs. Cost reduction was
achieved through innovative ideas, re-negotiations and strong
budgetary controls. The Company reported a loss after tax for
FY 2021-22 of `472.85 Lakhs in comparison with a Loss after
tax of `1461.84 Lakhs for FY 2020-21.
IMPACT OF COVID-19 PANDEMIC ON THE PERFORMANCE:
The second wave of the pandemic struck in mid-April of
FY 2021-22 wherein several jurisdictions responded by
implementing restrictions to curb the virus spread, and
accelerating the vaccination drive. The Company engaged in
re-evaluating business prospects, investments in capability
building, social media management, consumer satisfaction
and distribution management. These endeavours translated
into higher efficiencies and better customer understanding for
the Company.
In view of loss, the Board of Directors regrets its inability to
recommend any dividend on equity shares. The Dividend
Distribution policy is available on the website of the Company
at www.kokuyocamlin.com
TRANSFER TO RESERVE:
In view of loss during the year under review, the Company has
not transferred any amount towards General Reserve.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms an integral
part of this report and is presented separately. It gives details
of the overall industry structure, economic developments,
performance and state of affairs of your Company’s operations
and their adequacy, risk management systems and other
material developments during the financial year 2021-2022.
SHARE CAPITAL:
During the year under review, there was no change in the share
capital structure and the paid-up capital of the Company as on
31st March, 2022 was `1003.04 Lakhs.

19
Directors’ Report (Contd.)
CONSOLIDATED FINANCIALS STATEMENTS:
The Company does not have any subsidiary, associate or joint
venture and hence, the Company is not required to prepare
Consolidated Financial Statements.
SUBSIDIARIES:
At present, the Company does not have any subsidiary. No
new subsidiary was incorporated or acquired by the Company
during the year under review. Since the Company does not
have any subsidiary, associate or joint venture, Form AOC-1
pursuant to the provisions of Section 129(3) of Companies
Act, 2013 (the Act) is not applicable to your Company.
DEPOSITS:
During the year under review, your Company has not accepted
any deposits. There are no unclaimed deposits as on date.
Pursuant to the Companies (Acceptance of Deposit) Rules,
2014 as amended, the Company has filed with the Registrar
of Companies (ROC) the requisite returns for outstanding
receipt of money / loan by the Company, which is not
considered as deposits.
MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes affecting the financial position
of the Company subsequent to the close of the FY 2021-22 till
the date of this report. There is no change in the nature of the
business of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not granted any Loans, Guarantees or
Investments during the financial year ended 31st March, 2022.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions are placed before the Audit
Committee as also the Board for approval. Prior omnibus
approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature.
The transactions entered into pursuant to the omnibus
approval so granted are audited and a statement giving details
of all related party transactions is placed before the Audit
Committee and the Board of Directors for their review/approval
on a quarterly basis. All related party transactions that were
entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business. There are
no materially significant related party transactions made by
the Company with Promoters, Directors, and Key Managerial
Personnel which may have a potential conflict with the interest
of the Company at large. Accordingly, the disclosure of Related
Party Transactions as required under Section 134 (3) (h) of the
Act in Form AOC-2 is not applicable to your Company.
The details of transaction with related parties are provided in
the accompanying financial statements. The policy on Related
20
Party Transactions as approved by the Board is uploaded on
the Company’s website at https://www.kokuyocamlin.com/
company-policies.html
CORPORATE GOVERNANCE REPORT:
Corporate Governance is all about ethical conduct, integrity
and accountability. Good Corporate Governance involves a
commitment of the Company to run the business in a legal,
ethical and transparent manner and runs from the top and
permeates throughout the organisation. It is a key element
improving the economic efficiency of Organisation. As per SEBI
(Listing Obligations and Disclosure requirements) Regulations,
2015 (Listing Regulations), a separate section on Corporate
Governance forms part of this report. A Certificate from
M/s. JHR & Associates, Secretarial Auditor confirming
compliance of Corporate Governance forms part of this
Report. Certificate of the CEO/CFO, confirming the correctness
of the financial statements, compliance with the Company’s
Code of Conduct and the Audit Committee in terms of
Regulation 17 of the Listing Regulations is attached in the
Corporate Governance report and forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Retirement by Rotation
In terms of the provisions of the Act, Mr. Dilip Dandekar,
Non-Executive Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. You are requested to appoint
him. The profile of Mr. Dilip Dandekar, seeking re-appointment
forms part of the Notice.
Re-appointment of Independent Director for Second Term
Ms. Nandini Chopra, shall complete her first term of five
consecutive years as Independent Non-Executive Director of the
Company on 2nd August, 2022. Based on the recommendation
of the Remuneration & Nomination Committee of the Company
and being eligible for re-appointment as an Independent
Director, the Board recommends the re-appointment of
Ms. Nandini Chopra as an Independent Non-Executive Director
for second term of five consecutive years effective from
3rd August, 2022 to 2nd August, 2027. A special resolution
proposing her re-appointment along with the explanatory
statement forms part of the Notice of this 75th Annual General
meeting. You are requested to re-appoint her.
Appointment / Re-appointment of Directors
During the year under review, Mr. Koji Higashiguchi was
appointed as an Additional Non-Executive Director by the
Board of Directors with effect from 1st September, 2021.
He was further appointed as Non-Executive Director of
the Company with effect from 1st September, 2021 by the
Members of the Company by passing an ordinary resolution
through postal ballot on 23rd December, 2021.
 Annual Report - 2021-22
Directors’ Report (Contd.)
Further, the Board of Directors at its meeting held on 28th
January, 2022 approved the re-appointment of Mr. Shriram S.
Dandekar as ‘Vice-Chairman & Executive Director’, whose term
expired on 31st January 2022, for the further period of one (1)
year with effect from 1st February, 2022 subject to approval
of members. The said appointment was also approved by the
members by passing special resolution through Postal Ballot
on 24th March, 2022.
Transition of Mr. Dilip Dandekar, ‘Chairman & Executive
Director’ to the role of Chairman & Non-Executive Director
of the Company
During the year under review, the Board of Directors
re-designated Mr. Dilip Dandekar as Non-Executive Director in
view of his cessation as Director in Whole-time employment
designated as Executive Director of the Company with effect
from 1st September, 2021 while, he continued to act as the
Chairman of the Company. The Board of Directors placed on
record its appreciation for the valuable services rendered by
Mr. Dilip Dandekar during his tenure of office as Executive
Director.
None of the Directors are disqualified from being appointed as
Directors as specified in section 164 of the Act.
Cessation
During the year, Mr. Takuya Morikawa resigned as
Non-Executive Director with effect from 1st September, 2021.
The Board placed on record its sincere appreciation for the
valuable services rendered by Mr. Takuya Morikawa during his
tenure with the Company as Non-Executive Director.
Key Managerial Personnel
During the year under review, Mr. Satish Veerappa whose term
as ‘Manager’ designated as Chief Executive Officer expired on
31st October, 2021 was re-appointed for the further period
effective from 1st November, 2021 to 31st December 2024
by the Board of Directors at its meeting held on 28th October,
2021 and by the members by passing special resolution
through Postal Ballot on 23rd December, 2021.
Further, the Board of Directors approved the re-designation
of Mr. Ravindra Damle from Vice President (Corporate)
& Company Secretary to Vice President (Corporate) with
effect from close of business hours on 28th February, 2022
and approved the appointment of Ms. Hinal Chheda as the
Company Secretary & Compliance Officer of the Company
with effect from 1st March, 2022.
The following persons have been designated as Key Managerial
Personnel of the Company pursuant to Section 2(51) and
Section 203 of the Act, read with the Rules framed thereunder.
1. Mr. Satish Veerappa - Manager designated as Chief
Executive Officer
21
 KOKUYO CAMLIN LIMITED
Corporate Overview
2. Mr. Chetan Badal - Chief Financial Officer
3. Ms. Hinal Chheda - Company Secretary & Compliance
Officer
The Disclosure required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed as “Annexure – B” forming an integral part of this
Statutory Reports
report.
MEETINGS OF BOARD:
During the financial year 2021-22, eight Board Meetings were
held, the details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within
the period prescribed under the Act.
COMMITTEES OF THE BOARD:
As on March 31, 2022, the Board had five committees:
the Audit committee, the Corporate Social Responsibility
Financial Statements
committee, the Remuneration and Nomination committee, the
Stakeholders Relationship committee and Risk Management
Committee. During the year, all recommendations made by the
committees were approved by the Board. A detailed note on
the composition of the Board and its committees is provided
in the Corporate Governance Report.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
DIRECTORS:
In compliance with the requirements of Listing Regulations,
the Company has put in place a familiarisation program for the
Independent Directors to familiarise them with their role, rights
and responsibilities as Directors, the working of the Company,
nature of the industry in which the Company operates,
business model etc. The details of the familiarization program
are explained in the Corporate Governance Report.
The same is also available on the website of the company and
can be accessed by web link https://www.kokuyocamlin.com/
company-policies.html.
PERFORMANCE EVALUATION:
Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of
its own performance, its Committees and individual Directors.
Further, the Independent Directors had met separately without
the presence of Non-Independent Directors and the members
of management and discussed the performance evaluation
of the Board Members as stipulated under the Listing
Regulations.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the
Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the
Act read with the Schedules and Rules issued thereunder as
Directors’ Report (Contd.)
well as Regulation 16(1) (b) of Listing Regulations (including
any statutory modification(s) or reenactment(s) for the time
being in force). In the opinion of the Board, all the Independent
Directors possess the integrity, expertise and experience
including the proficiency required to be Independent Directors
of the Company.
The Independent Directors of the Company have registered
themselves with the data bank maintained by Indian Institute
of Corporate Affairs (IICA).
REMUNERATION POLICY:
The Board has, on the recommendation of the Remuneration
and Nomination Committee framed a policy for selection,
appointment and remuneration of Directors and KMPs. The
Remuneration Policy is stated in the Corporate Governance
Report and is also available on the website of the Company at
https://www.kokuyocamlin.com/company-policies.html.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the
Act, your Directors to the best of their knowledge and belief
and according to the information and explanations obtained
by them, hereby confirm:
a) That in the preparation of the annual accounts for the
financial year ended 31st March, 2022, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;
b) That the Directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year ended 31st March, 2022
and of the Loss of the Company for the year ended on
that date.
c) That the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) That the Directors had prepared the annual accounts on
a going concern basis;
e) That the Directors, had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and were
operating effectively; and
f) That the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
22
AUDITORS & AUDITORS REPORT: STATUTORY AUDITORS:
Pursuant to the provisions of Section 139(2) of the Act read
with Companies (Audit and Auditors) Rules, 2014, the first
term of M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration No.101248W/W100022) who were appointed
as the Statutory Auditors of the Company for a term of five
consecutive years to hold office from the conclusion of 70th
Annual General Meeting held on 28th June, 2017, expires
at the conclusion of 75th Annual General Meeting of the
Company. The Board of Directors at their meeting held on 6th
May, 2022, on the recommendation of the Audit Committee,
have made its recommendation for re-appointment of
M/s. B S R & Co., LLP, Chartered Accountants (Firm Registration
No. 101248W/W-100022) as the Statutory Auditors of the
Company for the second term of five consecutive years from
the conclusion of the 75th Annual General Meeting until the
conclusion of the 80th Annual General Meeting. Accordingly,
an ordinary resolution, proposing the re-appointment of
M/s. B S R & Co., LLP as the Statutory Auditors of the
Company for a Second term of five consecutive years, forms
part of the Notice of 75th AGM of the Company. The Company
has received their consent and a certificate that they satisfy
the criteria provided under Section 141 of the Act and that
the appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder.
AUDITORS REPORT:
The observation of the Auditors in their report read with
relevant notes to the accounts are self-explanatory and
therefore do not require further explanations. The Auditors
Report to the members on the Financial Statements of the
Company for the year ended 31st March, 2022 does not
contain any qualifications, reservations or adverse remarks.
There have been no instances of fraud reported by the
Statutory Auditors under Section 143 (12) of the Act and the
Rules framed thereunder either to the Company or to the
Central Government.
SECRETARIAL AUDIT:
M/s. JHR & Associates a firm of Company Secretaries
were appointed as Secretarial Auditor for the financial year
2021-22 pursuant to Section 204 of the Act. The Secretarial
Audit Report submitted by them in the prescribed form MR-3
is attached as “Annexure – D” and forms part of this report.
There are no qualifications or observations or adverse remarks
or disclaimer of the Secretarial Auditors in the Secretarial
Audit/Compliance Report issued by them for the financial year
2021-22.
RECONCILIATION OF SHARE CAPITAL AUDIT:
As directed by the Securities and Exchange Board of India
(SEBI), Reconciliation of Share Capital Audit has been carried
out at the specified period, by a Practicing Company Secretary.
 Annual Report - 2021-22
Directors’ Report (Contd.)
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Act re-emphasizes the need for an effective Internal
Financial Control System (IFC) in the Company which should
be adequate and shall operate effectively. To ensure effective
Internal Financial Controls, the Company has its own process
driven framework for the year ended 31st March, 2022.
The Board is of the opinion that the Company has sound
IFC commensurate with the nature and size of its business
operations, wherein controls are in place and operating
effectively and no material weaknesses exist. The Company
has a process in place to continuously monitor the existing
controls and identify gaps, if any, and implement new and /
or improved controls wherever the effect of such gaps would
have a material effect on the Company’s operation.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
The Company was not required to transfer any amount to the
Investor Education and Protection Fund established by the
Central Government (IEPF) during the financial year 2021-22.
TRANSFER OF SHARES TO IEPF:
The Company has not transferred any shares to IEPF during
the financial year 2021-22. Details of shares transferred prior
to the financial year 2021-22 have been uploaded on the
website of IEPF as well as the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and
consciously strives to build a work culture that promotes
dignity of all employees. As required under the provisions of
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed there
under, the Company has implemented a policy on prevention,
prohibition and redressal of sexual harassment at the
workplace. All women, permanent, temporary or contractual
including those of service providers are covered under the
policy. An Internal Committee comprising management
staff has been set up at office and factory locations, which
includes three women to redress complaints relating to sexual
harassment. The Committee also includes an outside woman
representative from an NGO. One case reported during the
financial year 2021-22 was resolved and no complaint was
pending at the end of the financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
There are no significant or material orders passed by any
regulator, tribunal or court that would impact the going concern
status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the Act read with Companies
(Corporate Social Responsibility) Rules 2014, as amended
23
 KOKUYO CAMLIN LIMITED
Corporate Overview
and in accordance with the CSR Policy, the Company has
spent 2% of the average net profits of the Company during
the three immediately preceding financial years. The details
are provided in the Annual Report on CSR activities has
been appended as “Annexure – C”. The CSR policy of the
Company is also available on the website of the Company
https://www.kokuyocamlin.com/company-policies.html. Key
initiatives which the Company engaged are:
Statutory Reports
Installation of Oxygen plant at TIMA Hospital, Tarapur
Company is committed to do as much as possible to strengthen
the fight against Covid-19 pandemic. To mitigate the oxygen
crisis faced by hospitals at Tarapur, Boisar, our Tarapur plant
team worked hard for conversion of Nitrogen generation plant
into Oxygen generation plant. The Company handed over this
plant to TIMA hospital. The capacity generation of this plant
is sufficient for about 20 patients at a time for continuous
Oxygen supply.
PM CARES Fund
Financial Statements
Your Company also contributed to the PM CARES Fund set
up by the Central Government for dealing with any kind of
emergency or distress situation, like posed by the COVID-19
pandemic, through donation to the above said fund.
In addition to the above, the Company has been implementing
other social activities which has not been considered for
arriving at the spends as per the CSR rules.
CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE
BLOWER POLICY:
The Company has adopted code of ethics and business
conduct which lays down principles and standards that
should govern the actions of the Company and employees.
The Company has a vigil mechanism called “Whistle Blower
Policy” with a view to provide a mechanism for employees of
the Company to raise concerns of any violations of any legal
or regulatory requirement, incorrect or misrepresentation of
any financial statements and reports etc. The Company is
committed to adhere to the highest standard of ethical, moral
and legal conduct of business operations.
The Company has taken steps to establish Vigil Mechanism
for Directors and Employees of the Company. The details
of the Policy are posted on the website of the Company at
https://www.kokuyocamlin.com/company-policies.html.
PREVENTION OF INSIDER TRADING:
The Company has also adopted a code of conduct for
prevention of insider trading. All the Directors, Senior
Management employees and other employees who have
access to the unpublished price sensitive information of the
Company are governed by this code. During the year under
report, there has been due compliance with the said code of
conduct for prevention of insider trading based on the SEBI
(Prohibition of Insider Trading) Regulations 2015.
Directors’ Report (Contd.)
INSURANCE:
The Company’s plant, property, equipments and stocks
are adequately insured against major risks. The Company
also has appropriate liability insurance covers particularly
for product liability. The Company has also taken Directors’
and Officers’ Liability Policy to provide coverage against the
liabilities arising on them.
RISK MANAGEMENT
We operate in a dynamic business scenario that gives rise
to external and internal risk factors. We have designed
an integrated risk management approach called the ERM
framework for risk identification, assessment and reporting.
As required by the ERM Policy, the Company initiates risk
identification and control testing exercise to provide briefing
and reporting to the Board. The ERM policy is implemented by
various department heads who take the risk ownership and
monitor the risks on a periodical basis. The ERM Framework
will enable achievement of strategic objectives by identifying,
analysing, assessing, mitigating, monitoring and governing
any risk or potential threat to these company objectives.
Systematic and proactive identification of risks and mitigation
thereof will enable effective and quick decision making and
will boost the performance of the organisation. The ERM
framework will act as a decision enabler which not only seeks
to minimise the impact of risks but also enable effective
resource allocation based on risk ranking and risk appetite.
Strategic decisions will be taken after careful consideration of
risks based on secondary risks and residual risks.
There are no risks which in the opinion of the Board threatens
the existence of the Company. However, some of the risks
which may pose challenges are set out in the Management
Discussion and Analysis Report which forms part of this
Annual Report.
DISCLOSURE ON CONFIRMATION ON THE SECRETARIAL
STANDARDS:
Your Directors confirm that the Secretarial Standards issued
by the Institute of Company Secretaries of India have been
duly complied with.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule 8
of the Companies (Accounts) Rules, 2014, is annexed herewith
as “Annexure – A”.
24
ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of the annual return is
placed on the website of the Company and can be accessed at
www.kokuyocamlin.com.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the
Act read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees’ particulars
which is available for inspection by the Members at the
registered office of the Company during the business hours on
working days of the Company upto date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a
copy thereof, such Member may write to Company Secretary
in this regard.
BUSINESS RESPONSIBILITY REPORT (BRR)
As required under the Listing Regulations, seperate section on
the Business Responsibility Report forms part of this report.
ACKNOWLEDGEMENT:
Your Directors express their gratitude to the members,
bankers, customers, financial institutions and other business
constituents for their continued faith, assistance and support
extended to the Company. Your Directors also sincerely
appreciate the high degree of professionalism, commitment
and dedication displayed by employees at all levels thereby
contributing largely to the growth and success of the Company.
The Directors deeply regret the loss of life caused due to the
COVID-19 pandemic and are grateful to every person who
risked their life and safety to fight this pandemic.
Your Directors also wish to place on record their appreciation
for the support and guidance provided by its parent Company
Kokuyo Co., Ltd. Japan.
For & on behalf of the Board
Place : Mumbai Dilip D. Dandekar
Dated : 6th May, 2022 Chairman & Non-Executive Director
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Annexure ‘A’ to the Board’s Report

Corporate Overview
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A) CONSERVATION OF ENERGY

a) Energy conservation measures taken:

Ÿ Installed and commissioned 564 KWp Solar Power Plant at Patalganga plant which contributes to 25% of our
power consumption.

Ÿ Use of Solar Energy for process water heating.

Statutory Reports
Ÿ Diesel consumption of power generator is reduced due to starting of express feeder power line at Patalganga
plant.

Ÿ In all factories, we are not discharging treated effluents from ETP but it is recycled and reused, resulting in
saving of 20% of water. Also use of stored rain water for gardening is reducing water consumption. We have
65000 LTR Rain water storage pond at Patalganga.

Ÿ Installed Turbo ventilator on roofs, operated on wind to reduce heat and also improved shop floor ventilation.

Ÿ Usage of natural lights in manufacturing area to reduce power consumption and use of LED lights across all
factory locations.

Financial Statements
Ÿ Use of electric injection moulding machines in place of hydraulic machines which has reduced substantial
energy consumption.

b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy:

470 KWp solar plant capacity is under installation at Tarapur factory.

c) Impact of the above matters:

As a result of measures taken/to be taken enumerated in (a) and (b) above, there is a reduction in unit consumption
which has helped in reducing the cost of production.

B) TECHNOLOGY ABSORPTION:
Research and Development (R & D):

1. Specific areas in which R & D Carried out by the Company : New product development, process development.
2. Benefits derived as a Result of the above R & D : Cost reduction, quality up gradation, development of
new markets
3. Future plan of action : We envision further enhancing the value and profits
of our products by building development processes
to capture emotional needs that go beyond the
functional needs of consumers.

(` in Lakhs)
4. Expenditure on R&D 2021-2022 2020-2021
a) Capital - -
b) Recurring 516.86 402.25
Total 516.86 402.25
Total R&D Expenditure as a Percentage of total turnover 1.00 1.00

25
Annexure ‘A’ to the Board’s Report (Contd.)

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts made towards Technology Absorption, : The Company’s R&D Laboratory is recognized by the
Adaptation and Innovation Department of Scientific and Industrial Research, Govt. of India,
where continuous efforts are made to innovate new products
and improve the quality of Art Material, Stationery and Adhesive
products manufactured / procured by the Company to make the
manufacturing process safe, cost effective and environment
friendly.
2. Benefits derived as a result of the above : Technological innovations and improvements undertaken at the
efforts, e.g. product improvement, cost laboratory scale have been successfully absorbed at plant level.
reduction, product development, import These efforts shall benefit the Company in increasing sales,
substitution, etc. reducing cost, improving quality and scale of the production and
customer satisfaction.
3. Technology Import : N.A

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for
products and services and export plans:

Major countries of export are SAARC, Middle East, Far East and Japan.

(b) Total Foreign Exchange used and earned:

(` in Lakhs)
2021-2022 2020-2021
Foreign exchange used 3878.31 2146.21
Foreign exchange earned 1594.52 1320.13

For & on behalf of the Board

Place : Mumbai Dilip D. Dandekar

Dated : 6th May, 2022 Chairman & Non-Executive Director

26
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

ANNEXURE - B

Corporate Overview
DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the
financial year:

Name of the Director Designation Ratio to median remuneration

Mr.Dilip Dandekar* Chairman and Non-Executive Director 34.52
Mr.Shriram Dandekar Vice Chairman and Executive Director 48.23
* Mr. Dilip Dandekar was re-designated from ‘Director in whole time employment designated as Chairman & Executive

Statutory Reports
Director’ to ‘Chairman & Non-Executive Director’ with effect from 1st September, 2021.
Ÿ The median remuneration of employees of the Company was ` 279785/-
Ÿ Sitting Fees paid to the Directors have not been considered as remuneration.
2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company
Secretary in the financial year:

Name of the Director/KMP Designation % increase in remuneration^

Mr.Dilip Dandekar* Chairman and Non-Executive Director N.A.
Mr.Shriram Dandekar Vice Chairman and Executive Director 22.90
Mr. Satish Veerappa Chief Executive Officer 136.27

Financial Statements
Mr. Chetan Badal Chief Financial Officer 29.06
Mr. Ravindra Damle# Vice President (Corporate) & Company Secretary 15.21
(up to 28th February, 2022)
Ms. Hinal Chheda Company Secretary & Compliance Officer N.A.
(w.e.f. 1st March, 2022)
^ During the year 2020-21, to reduce the financial losses faced by the Company due to the outbreak of COVID-19
pandemic, the senior management employees and whole time directors had taken a voluntary deduction in their
remuneration for part of the year which was restored in the year 2021-22. The same is getting reflected as an
increase in the remuneration in FY 2021-22.
* Mr. Dilip Dandekar was re-designated from ‘Director in whole time employment designated as Chairman & Executive
Director’ to ‘Chairman & Non-Executive Director’ with effect from 1st September, 2021.
# Mr. Ravindra Damle was re-designated from Vice President (Corporate) & Company Secretary to Vice President
(Corporate) w.e.f. close of working hours on 28th February, 2022.
Ÿ The above increase is on the basis of actual remuneration paid for both the years
3. The percentage increase in the median remuneration of employees in the financial year: 0.44%
4. The number of permanent employees on the rolls of company: 1105
5. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration
Average increase in remuneration is Nil for 'Employees other than Managerial Personnel' and Nil for 'Managerial Personnel'
except the CEO. The revised remuneration of the CEO was approved by the Members of the Company by passing special
resolution through Postal Ballot on 24th March, 2022.
6. Affirmation that the remuneration is as per the remuneration policy of the Company.
The Company affirms remuneration is as per the remuneration policy of the Company.

For & on behalf of the Board

Place : Mumbai Dilip D. Dandekar

Dated : 6th May, 2022 Chairman & Non-Executive Director

27
ANNEXURE - C
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014]

1. Brief outline on CSR Policy of the Company.

The Company proposes to undertake the relevant activities on priority basis in the following focused areas:

a. Promoting health care including preventive health care and sanitation including undertaking of activities related
to the Government’s Swachh Bharat Abhiyaan program & contribution to the Swachh Bharat Kosh set-up by the
Central Government for promotion of sanitation and making available safe drinking water.

b. Promoting education, including special education and employment enhancing vocation skills especially among
children, women, elderly, and the differently abled, and livelihood enhancement projects;

c. Contribution to the Prime Minister’s National Relief Fund or any other Fund set up by the Central Government for
socioeconomic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward
Classes, minorities and women;

2. Composition of CSR Committee:

Sl. Name Position Number of meetings of Number of Meetings of

No. CSR Committee held CSR Committee attended
during the year during the year
1 Ms. Nandini Chopra Chairperson 1 1
2 Mr. Shriram Dandekar Member 1 1
3 Mr. Yasuyuki Kanebako Member 1 1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company.- https://www.kokuyocamlin.com/

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report). – Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any – Not Applicable

Sl. Financial Year Amount available for set-off from Amount required tobeset-of for the
No. preceding fiancial years (in) financial year, if any (in)
1. - - -
Total - -

6. Average net profit of the company as per section 135(5): `636.17 Lakhs

7. (a) Two percent of average net profit of the company as per section 135(5): `12.72 Lakhs

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): `12.72 Lakhs

28
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

ANNEXURE - C

Corporate Overview
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES (Contd.)

8. (a) CSR amount spent or unspent for the financial year:

Total amount spent Amount Unspent (in `)

for the financial year Total amount transferred to Unspent Amount transferred to any fund specified under Schedule
(in `) CSR Account as per section 135(6) VII as per second proviso to section 135(5)
Amount Date of transfer Name of the Fund Amount Date of transfer
13.32 Lakhs Nil - - - -

Statutory Reports
(b) Details of CSR amount spend against ongoing projects for the financial year: Nil

1 2 3 4 5 6 7 8 9 10 11
Sl Name Item from Local Location of the Project Amount Amount Amount Mode of Mode of implementation
No. of the the list of Area Project duration allocated spent transferred to imple- – Through Implementing
project activities (Yes/ for the in the Unspent CSR mentation Agency
in No) project Current Account for the Direct (Yes/
Schedule State District (in `) financial projects per No) Name CSR
VII to the year (in `) Section 135(6) Registration
Act. (in `) number

Financial Statements
Total
(c) Details of CSR amount spent against other than ongoing projects for the financial year:

1 2 3 4 5 6 7 8
Sl Name of the project Item from the Local Location of the Project Amount Mode of Mode of implementation
No. list of activities Area allocated implementation – Through Implementing
in Schedule VII (Yes/No) for the Direct (Yes/No) Agency
to the Act. State District project Name CSR Registration
(in ` Lakhs) number
1 Installation of Oxygen plant at TIMA Promoting Yes Maharashtra Tarapur 7.32 Yes - -
Hospital, Tarapur Healthcare
During the year, to mitigate the
oxygen crisis faced by hospitals at
Tarapur, Boisar our Tarapur plant
team worked hard for conversion
of Nitrogen generation plant into
Oxygen generation plant. The
Company handed over this plant to
TIMA hospital, Tarapur.
2 PM CARES Fund Contribution to No - - 6.00 Yes - -
Prime Minister’s
Citizen
Assistance
and Relief in
Emergency
Situations Fund
Total 13.32
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) `13.32 Lakhs

29
ANNEXURE - C
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES (Contd.)

(g) Excess amount for set off, if any

Sl Particular Amount (in `)
No.
i. Two percent of average net profit of the company as per section 135(5) 12.72 Lakhs
ii. Total amount spent for the Financial Year 13.32 Lakhs
iii. Excess amount spent for the financial year [(ii)-(i)] 0.60 Lakhs
iv. Surplus arising out of the CSR projects or programmes or activities of the previous financial -
years, if any -
v. Amount available for set off in succeeding financial years [(iii)-(iv)] 0.60 Lakhs

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable
Sl Preceding Amount Amount Amount transferred to any fund Amount remaining
No. Financial transferred to spent in the specified under Schedule VII as per to be spent in
Year. Unspent CSR reporting section 135(6), if any. succeeding financial
Account under Financial Year years. (in `)
section 135 (in `) Name of Amount Date of
(6) (in `) the Fund (in `) transfer.

Total

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not applicable
1 2 3 4 5 6 7 8 9
Sl. Project Name Financial Project Total Amount Cumulative Status of
No. ID. of the year in duration amount spent on the amount spent the project –
Project which the allocated project in at the end completed/
project was for the the reporting of reporting ongoing.
commenced project Financial Financial Year.
(in `) Year (in `) (in `)
1
Total

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year – Not Applicable
(asset-wise details).
a) Date of creation or acquisition of the capital asset(s).
b) Amount of CSR spent for creation or acquisition of capital asset.
c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.
d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5) – Not
Applicable.
Satish Veerappa Nandini Chopra
Chief Executive Officer Chairperson- CSR Committee

Place: Mumbai
Dated: 6th May, 2022

30
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

ANNEXURE – D

Corporate Overview
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
The Members,

Statutory Reports
Kokuyo Camlin Limited
Hilton House, Central Road, MIDC, Andheri (East), Mumbai- 400 093
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Kokuyo Camlin Limited - CIN: L24223MH1946PLC005434 (hereinafter called ‘the Company’). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorised representatives during
the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on 31st March 2022, complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made

Financial Statements
hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for
the financial year ended on 31st March, 2022 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment and External Commercial Borrowings.
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’): -
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ;
(Not applicable to the Company during audit period);
d. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; / Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to
the Company during audit period);
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable
to the Company during audit period);
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 / Securities and Exchange
Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during audit period);
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the
Company during audit period);
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
j. The Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference

31
ANNEXURE - D (Contd.)

Shares) Regulations, 2013; (Not applicable to the Company during audit period);
k. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.
There are no laws which specifically apply to the type of activities undertaken by the Company.
We have also examined compliance with the applicable clauses of the following: -
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines,
etc. mentioned above.
We further report that: -
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice of at least seven days was given to all Directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent generally seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
As per minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no
dissenting views have been recorded.
We further report that there are adequate systems and processes in the Company which commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the Audit period, consents of the members by postal ballot were accorded for: -
Ø Appointment of Mr. Koji Higashiguchi (DIN:09263193) as a Non-Executive Director whose term of office shall be liable to
retirement by rotation. – Passed by Members on 23rd December, 2021.
Ø Re-appointment of Mr. Satish Veerappa as ‘Manager’ designated as ‘Chief Executive Officer’ for a further period effective
from 1st November 2021 to 31st December, 2024 and remuneration payable to him upto 31st December, 2021. – Passed
by Members on 23rd December, 2021.
Ø Payment of remuneration by way of perquisites to Mr. Dilip D. Dandekar (DIN: 00846901), Chairman & Non-Executive
Director. - Passed by Members on 23rd December, 2021.
Ø Re-appointment of Mr. Shriram S. Dandekar (DIN: 01056318) as Director in whole-time employment designated as
‘Vice- Chairman & Executive Director’ for the period of one (1) year effective from 1st February 2022 to 31st January, 2023
and remuneration payable to him. - Passed by Members on 24th March, 2022.
Ø Remuneration payable to Mr. Satish Veerappa, Manager designated as ‘Chief Executive Officer’ (CEO) for a period effective
from 1st January, 2022 to 31st December, 2024. - Passed by Members on 24th March, 2022.

For JHR & Associates

Company Secretaries

J.H. Ranade
Partner
Place: Thane FCS- 4317, CP- 2520
Date: 6th May, 2022 UDIN: F004317D000294574

32
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

ANNEXURE - D (Contd.)

Corporate Overview
The Members,
Kokuyo Camlin Limited
Hilton House, Central Road
MIDC, Andheri (East)
Mumbai- 400 093
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express

Statutory Reports
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility

Financial Statements
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.

For JHR & Associates

Company Secretaries

J.H. Ranade
Partner
Place: Thane FCS- 4317, CP- 2520
Date: 6th May, 2022

33
Management Discussion and Analysis
Global Economic Overview
In the early half of 2021, the world economy started returning
to normalcy after a prolonged struggle with the Covid-19
pandemic and related concerns. In 2021, the GDP grew by
6.1% against a contraction of 3.4% in 2020. The improved
vaccination rates, robust policy support from the Governments
and improved demand post relaxation of Covid-19 restrictions
helped the economies gain momentum.
However, the second half of the year was a dampener
to recovery. This period was accompanied by mounting
inflationary pressures, rising commodity prices, supply chain
disruptions and a spike in fuel prices.
The Russian invasion in Ukraine aggravated the challenges
further and has added on to the global inflationary pressures,
raising it to record highs ever observed since past four
decades.
The Central Banks are taking a hawkish stance and increasing
the interest rates to control the mounting inflationary pressure.
They are rolling back the fiscal stimulus and the US Central
Bank has raised its rates first time since 2018.
The world is expected to experience stagflation – an economic
condition characterised as a combination of rising costs and
weaker growth – following rising interest rates, geopolitical
tensions and resultant challenges. According to IMF Fitch
ratings, the global GDP is likely to decelerate to 4.4% in FY2022.
Indian Economic Overview
In a nutshell, the FY 2021-22 can be described as a year of
recovery for the Indian economy.
India’s GDP Growth
The economy started recovering by Q1 of FY 2020-
21, witnessing a GDP growth of 20.1%, owing to higher
consumption rate and lower base effect. The second wave
34
of the pandemic struck in mid-April of FY 2021-22 wherein
several jurisdictions responded by implementing restrictions
to curb the virus spread and accelerating vaccination drive.
Despite the wave, the Indian economy grew by 8.4% in the
second quarter. The Index of Industrial Production (IIP) surged
by 13.7% during April-January 2022, against contraction of
12% in the corresponding period of previous financial year.
The Government and Reserve Bank of India (RBI) is making
effort in strengthening relevant policies, institutions, and
investments, to boost mobility and economic activity.
During 2021-22, total CAPEX by the Government stood at
` 7.5 trillion, 35% higher compared to the previous year.
GST collections were at an all-time high during this
period, showcasing a strong consumer demand. The RBI
maintained an accommodative stance for enabling liquidity
and a lower interest rate for a steady economic growth.
Despite Government-led initiatives, the global inflation
impacted trade deficit, taking it to a record level of 27%.
As a result, the Indian economy grew by 5.4% in Q3 of
FY 2021-22 – demonstrating a stronger growth in
comparison to the corresponding quarter of FY 2021-2022.
Overall, rising inflation and geopolitical tensions alongside
all other mentioned areas of concern led to slow, although a
progressive, economic growth rate.
Outlook
According to the International Monetary Fund (IMF), the Indian
economy is likely to witness a growth of 8.9% in FY 2021-22,
thereby positioning India as the fastest growing economy.
Stationery Industry Overview
The Stationery industry deals in a wide range of products and
categories, comprising paper products, writing instruments,
computer stationery, school stationery, office stationery,
among others. The pandemic and pace of digitalisation
impacted the industry’s growth considerably in the past few
years. In recent years, overall industry was further impacted
due to the pandemic. The Global Stationery market is
anticipated to reach a market size of USD 30 billion by 2031,
registering CAGR of 4% during 2021-31.
The Landscape
Asia and North America occupy 60% to 62% of the global
market share and shall continue to remain the leading markets
in future.
 Annual Report - 2021-22
Management Discussion and Analysis (Contd.)
- Paper and paper products are expected to account for
30% of the industry share.
- Global demand for writing and marking instruments is
likely to register CAGR of 3.7% during 2020-27, and is
expected to reach USD 21 billion in market size.
- Sustainable products with enhanced aesthetics and
customisation shall gain huge traction in the sector.
In the current scenario, India’s Stationery market is estimated
to be worth USD 2.5 billion in 2020. It is a mix of both organised
and unorganised players, wherein the unorganised players are
dominating the market in the current scenario. In recent years,
several challenges posed on the market include disruption
caused by COVID, digitisation, closing of schools and offices,
and the work-from-home culture – plummeting the growth
rate to severely low levels. Eventually, increased defense
against the new virus strains, easing up of lockdowns, faster
vaccination drives, reopening of schools and offices, alongside
resumption of other economic activities led to a steady revival
in terms of economic growth and outlook.
The Evolving Landscape
India’s Literacy Rate: In 2021, the domestic literacy rate stands
at 74% alongside high population growth rates. Numerous
initiatives are undertaken by the Government and other social
welfare institutions to promote ‘Right to Education’. Rising
inclination towards pursuing higher studies have resulted
in opening up of newer and better avenues thereby infusing
higher demand and enhancing stationery industry growth
prospects.
Digitalisation: Offline Retailing has been threatened by the urge
for digitalisation since the Covid-19-led pandemic. Proving to
be more convenient for customers, online platforms started
to witness rise in customer base and sales volumes. The shift
is not at an accelerated pace but gradual, as the brick-and-
mortar model is still preferred owing to the variety of choice
and a more personalised form of buyer-seller engagement,
although online platforms are helping businesses penetrate
deeper markets.
Tailor-made Products: There is a rise in preference towards
customised stationery products in the market. There is an
increase in consumer consciousness with a concern towards
knowing more about their purchase, likes and dislikes.
Additionally, influencers and market trends are also impacting
the overall customer preference. Therefore there is a growth in
35
 KOKUYO CAMLIN LIMITED
Corporate Overview
demand for environment-friendly products and personalised
stationery products. Such demand is driving business to
transform and explore newer & improved ways to serve
customer better.
Growing Working-class: India has the greatest working age
population. Increasing scale of businesses and higher number
of corporates are leading to extended demand for stationery
Statutory Reports
products. Right from the demand for notepads, sticky-notes,
pen, markers, separators, till the demand for folders, are
suggestive of the industry’s growth prospects influenced by
demand for both traditional and innovative products.
Company Overview
Kokuyo Camlin Limited is an Indian multinational
manufacturing Company. A familiar brand name for every kid
and household, by the name ‘Camel’, the Company’s range of
Financial Statements
products have been a consumer favourite since years. The
brand enjoys prominence nation-wide by the name ‘Camel’
and ‘Camlin’.
The Company has three facilities at Patalganga, Tarapur and
Jammu. Patalganga stands to be the Company’s largest
facility, currently producing more than 160 SKUs annually.
Throughout the year, we have engaged ourselves in
re-evaluating business prospects, investments in capability
building, social media management, consumer satisfaction
and distribution management. Eventually, these endeavours
translated into higher efficiencies and better customer
understanding for the Company.
Key Initiatives
- Focused Strategies: The preceding year was a blow
to industries wherein the second and third pandemic
waves struck businesses considerably. At Kokuyo
Camlin, we have evolved over the years to deal with such
unprecedented challenges. We dealt with every situation
meticulously and remained focussed on cost controls
while designing/formulating consumer retention and
customer acquisition strategies. With our clearly formed
strategies, we remained focussed on driving the non-
school portfolio and strengthening our distribution side.
- Portfolio Diversification: As schools were shut down
during the pandemic, we had to make some internal
adjustments and demonstrate agility in our thinking
and in our actions, towards demand management. We
Management Discussion and Analysis (Contd.)

scaled up the non-school portfolio aggressively during to extract higher efficiency in our secondary sales efforts
this period through products such as Fine Art & Hobby, and also have been able to migrate our distributors on to
Markers & Office stationery. As there were shifts in an auto-replenishment system.
consumption taking place as consumers adapted to the
We believe ongoing efforts in automating the value
pandemic, we were able to fulfil the need for growing
chain will bear rich dividends in demand management &
“at-home’’ consumption for art products through our
working capital management, making the organisation
Fine Art portfolio. Sectors such as logistics, healthcare
more responsive to real time demand.
witnessed unprecedented demand. We were able to
service some of the needs of these sectors through our - Design Management: Innovation is at the core of our
Markers and Office products portfolio. Today, the non- products. We believe that good design can create greater
school portfolio stands at almost 50% of revenues as brand endearment and consumer satisfaction. We have
compared to previous year. We have made significant therefore embarked on making design central to our
thought process behind new and existing products. We
inroads and improved our market share in the Fine Art
are working with talented designers in creating better
and Hobby domain during the period.
products and experiences.
- Market Activation: There was a comprehensive
- Digitalisation of Sales Force: As an extension of the
market activation program to acquire consumers in the
Demand Management system (DMS), we have also
Hobbyist segment. The initiative involved mapping of
introduced Sales force automation (SFA) across all
Hobby heavy outlets and enrolling them into outcome
our business verticals. This initiative is making the
based contracts. Further to drive penetration in the
salesforce more productive, while simplifying the entire
Hobby segment, we have reached out to over 2500
order management cycle.
Hobby Tutors across the country and are working
closely with them to enhance the salience of our brand - Cost control and working capital management: The
and its usage. Company continues to emphasize on cost control
and cost reduction. For effective working capital
Kokuyo Camlin engaged with dedicated retailers for each
management, the Company took several measures such
segment who had a significant presence in the hobby portfolio. as portfolio rationalization, optimization of inventory
- Hobby Workshops: During the 2nd wave of the levels, strict monitoring of reserves etc.
pandemic to build engagement with our consumers in Performance Review
an environment of stress and anxiety, we launched an
weekly online workshop for both students and adults. Analysis of key areas of the financial statement for
This program had an overwhelming response and we FY 2021-22:
continued with this initiative for over 6 months. During Revenue from Operations
this campaign we were able to enrol over 30000 art (` in Lakhs)
enthusiasts.
FY 2021-22 FY 2020-21 Change (%)
- Inventory and Distribution Management: We have
Revenue from 50,847.23 40,312.37 26.13
initiated the process of automating critical operations
operations
in our value chain. We have moved from a manual
forecasting to a statistical based forecasting model. Foreign 1594.52 1,320.13 20.79
This has helped immensely in improving forecast exchange earned
accuracy and thereby reducing the burden on working Other Income
capital due to higher inventory.
(` in Lakhs)
Further we have rolled out a Distribution Management
FY 2021-22 FY 2020-21 Change (%)
System (DMS), bringing all our key distributors on a
Other Income 71.21 32.51 119.04
single online platform. Through this we have been able

36
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Management Discussion and Analysis (Contd.)

Corporate Overview
Cost of Material Note: Regarding the significant change of more than 25% as
(` in Lakhs) compared to immediately preceding financial year, please
refer note no. 45 of the Schedules to the Balance Sheet and
FY 2021-22 FY 2020-21 Change (%) Profit and Loss Statement.
Cost of Material 19,937.45 12,963.43 53.80
Outlook
Employee Benefit Expenses
During the FY 2022, the Company showcased a tremendous
(` in Lakhs)

Statutory Reports
rebound post-Covid-19 outbreak. With an enhanced customer
base, diversified portfolio, growing retail channel and stronger
FY 2021-22 FY 2020-21 Change (%)
distribution network, the partial reopening of schools and
Employee Benefit 8,012.06 7,306.07 9.66
offices provided the required impetus for our Company to
Expenses
return on its growth trajectory.
Finance Cost
Risks Management
(` in Lakhs)
Every company keeps track of industry challenges and strives
FY 2021-22 FY 2020-21 Change (%) to manage and respond to business risks – that are a threat
Finance Cost 425.49 892.90 -52.35 to its financial existence – in a timely manner. As a result, an

Financial Statements
effective risk management system necessitates use of flexible
Depreciation and Amortisation Expenses strategies, in line with the Company’s business objectives.
(` in Lakhs)
— Business Cyclicality Risk: The Company thrives in an
FY 2021-22 FY 2020-21 Change (%) industry observing irregular sales patterns and short-
Depreciation 1,769.34 1,840.23 -3.85 lived phases of peak demand. For the rest of the year,
market demand remains mostly between a low to
Other Expenses moderate range. The demand in turn determines the
(` in Lakhs) Company’s production and sales volume.

FY 2021-22 FY 2020-21 Change (%) Mitigation: Initially, Kokuyo Camlin’s core customers
were the school-going kids. But we have diversified
Other Expenses 9,937.70 8,490.67 17.04
our portfolio backed by higher number of engagement
Key Financial Ratios initiatives with hobbyist, artist and professional users
(` in Lakhs) thereby increasing customer base and initiating better
means to meet industry demands effectively.
Particulars FY 2021-22 FY 2020-21
— Economic Risk: The likeliness of a progressive growth,
Debtors Turnover Ratio (Times) 9.20 6.37 following economic revival since the pandemic, has
Inventory Turnover Ratio 2.46 1.52 been dampened by the ongoing geopolitical turmoil and
(times) risk of new Covid-19 variants.
Current Ratio 1.58 1.61 Mitigation: In order to maintain liquidity amid challenges,
Debt to Equity Ratio 0.29 0.32 we facilitate consistent value creation for our customers
Operating Profit Margin (%) 3.38 2.27 and deeper market penetration to diversify risks.

Revenue Growth (%) 26.13 -36.40 — Commodity Risk: The pandemic has infused inflation
and the Russia-Ukraine war build upon further
Return on Net-worth
inflationary pressures, driving supply chain disruptions
FY 2021-22 FY 2020-21 and shortage of raw materials. Hence, spike in prices
of key commodities impacts revenue margins and
Return on Net-worth (%) -0.02 -0.06
mobilisation immensely.

37
Management Discussion and Analysis (Contd.)
Mitigation: We have been closely monitoring price
fluctuations, maintaining strict control over our inventory
management in accordance with the industry dynamics
and business threats. We have an efficient inventory
management system in place to centralise production
and optimise production costs.
— Liquidity Risk: A prudent liquidity risk management
involves maintaining sufficient cash, marketable
securities, along with availability of funds backed by
proper credit facilities. This aids in meeting financial
obligations and facilitates liquidity, within time
constraints and as per need.
Mitigation: The Company manages liquidity risk by
maintaining adequate reserves, banking facilities and
reserve borrowing facilities. This is done by continuously
monitoring economic forecasts & actual cash flows,
and by matching maturity profiles of financial assets
& liabilities. The Company consistently generates
sufficient cash flows to meet financial obligations within
the time constraints.
— Brand Risk: Unorganised businesses and strong
competition within the industry may tarnish brand
value in the absence of an effective response. Changes
in customer preferences, products and consumer
confidence can further add on to this risk.
Mitigation: Since nine decades, Kokuyo Camlin is
serving innovative, high-quality products to customers.
This has been a driving factor behind an established
and enhanced brand reputation. Furthermore, we
are consistently educating our consumers about the
Company’s product line, to be able to distinguish them
from competitors’ products.
Internal Control System & Adequacy
The internal control and risk management system is built
and implemented in line with the organisation’s corporate
governance principles and requirements. These safeguard
and ensure recording and reporting of transactions, asset
preservation and protection against loss due to unauthorised
use or disposition. In addition, the internal financial control
system is supplemented by a thorough programme of internal
audits and management reviews. Internal financial controls
are managed by ensuring all relevant policies, guidelines,
and processes are effective and operating. Furthermore,
38
well-defined MIS system ensures that all expenses remain
within budgetary limits. An effective internal control system is
vital to an organisation’s success, giving the Management and
stakeholders’ reasonable comfort regarding the Company’s
adherence to corporate policies, industry standards, and legal
obligations.
Human Resources
Your Company has always considered safety, security and
well-being of people at its core. During the year 2021-22, the
Work from home structure continued with the challenges
thrown by the pandemic. The Human Resource department
ensured smooth functioning with necessary infrastructure and
access to virtual communication tools between departments,
business units and its customers. IT systems were well
equipped for its employees to continue working remotely. The
Company has been instrumental in providing a favourable
work environment to all its employees with support at both
professional and emotional front.
The second wave of COVID was a very challenging period for
the company during which the company extended help by
sharing responsibilities of coordinating mediclaim benefits,
and facilitated arrangement of hospital beds, medicines and
plasma etc. for employees /their family members.
During the year, the Company organized vaccination drive
for all the head office and factory employees. HR supported
its on-ground sales employees with safety kits for their safe
movement in their respective territories. Housekeeping and
sanitization procedures were given highest importance to
keep the work place hygienic and safe at all times.
Kokuyo Camlin has always demonstrated to be not just an
employee-friendly but also an employee-caring organization.
As on 31st March, 2022, our Kokuyo Camlin family has 1105
employees who are efficiently working for the success of the
organization.
Cautionary Statement
Estimate and expectations stated in this Management
Discussion and Analysis may be ‘forward-looking statements’
within the meaning of applicable laws and regulations.
Actual result could differ materially from those expressed or
implied. Important factors that could make difference to your
Company’s operations include economic conditions in the
Government regulations, tax laws, other statutes and other
incidental factors.
 Annual Report - 2021-22
Corporate Governance Report
Your Director’s present the Company’s report on Corporate
Governance as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) for the
year ended 31st March, 2022.
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
Your Company believes that Corporate Governance is
a prerequisite for attaining sustainable growth in this
competitive world. Transparency and accountability are the
two basic tenets of Corporate Governance. It involves a set of
relationships between the Company’s Management, its Board,
Shareholders and Stakeholders. It is one of the key elements
in improving the economic efficiency of the enterprise.
Credibility generated by sound Corporate Governance enables
an enterprise in enhancing the confidence of the investors –
both domestic and foreign, and in establishing productive and
lasting business relationship with all stakeholders.
It is your Company’s unending mission to regularly nurture
and develop steadfast professionalism, astute accountability
and increased disclosures by taking all steps necessary
towards superior growth in its value for its stakeholders.
The Board of Directors (‘The Board’) is responsible for and
committed to sound principles of Corporate Governance in
the Company. The Board plays a crucial role in overseeing
how the management serves the short term and long-term
interests of shareholders and other stakeholders. This belief
is reflected in our governance practices, under which we strive
to maintain an effective, informed and independent Board. We
keep our governance practices under continuous review and
benchmark ourselves to best practices across the globe.
BOARD OF DIRECTORS:
At Kokuyo Camlin, the Board is at the core of the Corporate
Governance practice. Your Company has an optimum mix of
39
 KOKUYO CAMLIN LIMITED
Corporate Overview
eminent personalities on the Board of Directors with members
from diverse experience and expertise.
The Composition of the Board as on 31st March, 2022 is in
conformity with Regulation 17 of the Listing Regulations as
well as the Companies Act, 2013. The Board of Directors is
chaired by Non-Executive Promoter Chairman and has an
optimum combination of Executive, Non-Executive and
Statutory Reports
Independent Directors.
None of the Non-Executive Directors have any material
pecuniary relationships or transactions with the Company.
A declaration to this effect is also submitted by all the Non-
Executive Directors at the beginning of each financial year.
The Board of Directors, based on the declaration received from
the Independent Directors, confirms that in their opinion, the
Financial Statements
independent directors fulfill the conditions specified in the
Companies Act, 2013 and the Listing Regulations and are
independent of the management.
The Company has also issued formal appointment letters to
all the Independent Directors in the manner provided under
the Companies Act, 2013 read with rules issued there under
and the same is available on the website of the Company
at the following link: https://www.kokuyocamlin.com/
companypolicies.html
DIRECTORS’ ATTENDANCE RECORD AND THEIR OTHER
DIRECTORSHIPS/COMMITTEE MEMBERSHIPS:
As mandated by Listing Regulations, none of the Directors is a
member of more than ten Board level Committees or Chairman
of more than five Committees across companies in which he/
she is Director. Relevant details of the Board as on 31st March,
2022 are given as follows:
Corporate Governance Report (Contd.)

Name, Designation Cate- No. of Board No. of Name of the Listed Attendance No. of Committee
& DIN of Directors gory Meetings Directorships Entity in which at positions held in other
Attended held in other Directorship held last AGM Companies.
Companies (+) and Category of Chairman of Member of
Director Committee Committee
Mr. Dilip D. Dandekar* NED(P) 8 9 Datamatics Global Yes Nil 1
Chairman & Non-Executive Services Limited -
Director (00846901) NED (I)
Mr. Takuya Morikawa** NED 3 1 Nil Yes Nil Nil
Sr. vice Chairman
(03599830)
Mr. Shriram S. Dandekar ED(P) 8 1 Nil Yes Nil Nil
Vice Chairman & Executive
Director (01056318)
Mr. Koji Higashiguchi*** NED 4 Nil Nil N.A. Nil Nil
(09263193)
Mr. Nobuchika Doi NED 8 Nil Nil Yes Nil Nil
(03599835)
Mr. Shishir B. Desai NED (I) 8 3 Paramount Yes Nil Nil
(01453410) Cosmetics (India)
Limited - NED (I)
Mr. Sriram Venkataraman NED (I) 8 1 Nil Yes Nil Nil
(06790179)
Ms. Nandini Chopra NED (I) 8 Nil Nil Yes Nil Nil
(07891312)
Mr. Yasuyuki Kanebako NED (I) 8 Nil Nil Yes Nil Nil
(08580880)
* Change in designation from ‘Director in whole time employment designated as Chairman and Executive Director’ to ‘Chairman and
Non-Executive Director’ effective from 1st September, 2021. Further, he continues to be the Chairman of the Company.

** Resigned with effect from 1st September, 2021.

*** Appointed with effect from 1st September, 2021.
+ Includes Directorship in Private Limited Companies, Companies under section 8 and Foreign Companies. As on 31st March 2022, none of
the Directors are related inter-se.
ED (P) – Executive Director (Promoter) / ED - Executive Director / NED (P) - Non-Executive Director (Promoter) / NED (I) – Non-Executive
Director (Independent).

The Non-Executive / Independent Directors are not holding any shares of the Company as on 31st March, 2022 except Mr. Dilip
D. Dandekar who holds 2,00,000 Equity shares of the Company.

List of core skills/expertise/competencies identified by the Board of Directors as required in the context of the Company’s
business and sector, for it to function effectively and those available with the Board.

40
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Corporate Governance Report (Contd.)

Corporate Overview
The following skills and competencies are identified for the Name of the Skills / Expertise / Competence
Company’s business: Director
Mr. Yasuyuki Wide experience in facility planning and
Sr. Areas of Core Skills/Expertise/Competence
Kanebako engineering to reduce energy consumption
No
and enhance productivity with ME
1 Business Development engineering skill and innovative technology
2 General Management/ Governance in various countries. He also has ample
knowledge in quality management.

Statutory Reports
3 Financial Skills
4 Sales and Marketing NUMBER OF BOARD MEETINGS:
5 Information Technology During the financial year 2021-2022, 8 (eight) Meetings were
6 Technical and professional skills including legal and held details of which are given below and the maximum gap
regulatory aspects between two meetings did not exceed one hundred and twenty
The above mentioned skills are also available with the days:
Company’s Board of Directors. Details of the directors who Sr. Date of Meeting Board No. of Directors
have such skills / expertise / competence are as under: No. Strength present
1 27.05.2021 8 7

Name of the Skills / Expertise / Competence
Director
Mr. Dilip Over 51 years of wide experience in the
Dandekar field of Marketing, Administration and
overall Management of the Company.
Mr. Shriram Over 39 years of wide experience in the field
Dandekar of Business Expansion, Diversification,
Research and Development, Product
Development, Business Planning and
Marketing.
Mr. Koji Wide experience in the field of business
Higashiguchi strategy & Marketing, Planning &
Distribution, management of stationery
products.
Mr. Nobuchika Over 32 years of wide experience in the
Doi field of business strategy and marketing,
planning, research and development,
production technology and distribution
management of stationery products.
Mr. Shishir Over 42 years of experience as a practicing
Desai advocate and solicitor in India.
Mr. Sriram Wide experience in the field of Business
Venkataraman Development and Technology advisory
services. He is a guest faculty in renowned
management schools both in India and
Japan.
Ms. Nandini Over 27 years of experience in financial
Chopra advisory especially to the consumer
and retail sector in India. She also has a
wide range of experience in mergers and
acquisitions, sales and divestitures, JV
advisory, private equity raises, IPOs, debt
syndication and valuations.
Financial Statements
2 18.06.2021 8 8
3 10.08.2021 8 8
4 31.08.2021 8 8
5 28.10.2021 8 8
6 15.12.2021 8 8
7 28.01.2022 8 8
8 24.02.2022 8 8
CODE OF CONDUCT:
The Board has laid down a Code of Conduct for all Board
members and Senior Managerial personnel of the Company.
The Code of Conduct is available on the website of the
Company at www.kokuyocamlin.com. All the Board Members
and Senior Managerial Personnel have affirmed compliance
with the Code of Conduct and a declaration to that effect
signed by the Chief Executive Officer has been obtained.
INDUCTION AND FAMILIARISATION PROGRAMMES FOR
INDEPENDENT DIRECTORS:
The Company organizes an induction programme for new
Directors and an ongoing familiarisation programme for
Independent Directors with respect to the business/ working
of the Company. On appointment of a Director, the concerned
Director is issued a letter of appointment setting out in detail, the
terms of appointment, duties, roles, rights and responsibilities.
The Director is also explained the compliances required to be
done by him/ her under various Acts, shown a presentation on
organisational set up of the Company, functioning of various
divisions/ departments, company’s market share, governance
and internal control processes.

41
Corporate Governance Report (Contd.)

As an ongoing process, the Board of Directors are updated and Internal Auditor to attend the Audit Committee
on a quarterly basis on overall economic trends, business Meetings. Minutes of the Audit Committee are placed
performance and the initiatives taken/ proposed to be taken to and discussed in the next meeting of the Board.
bring about an overall improvement in the performance of the
The composition of the Audit Committee along with the
Company. Further, training is conducted and presentations are
details of the meetings held and attended during the
given to the Directors, updating them with statutory changes
financial year ended 31st March, 2022, are given below.
and compliances applicable to the Company.
Meetings, Members and Attendance:
The details of the familiarization program can be accessed
from the website www.kokuyocamlin.com During the financial year 2021-22, the Audit Committee
held 8 (eight) meetings on 27th May, 2021, 18th June,
COMMITTEES OF THE BOARD:
2021, 10th August, 2021, 31st August, 2021, 28th
The committees constituted by the Board play an important role October, 2021, 15th December, 2021, 28th January, 2022
on the governance structure of the Company. The committees and 24th February, 2022. The time gap between any two
are in line with the Listing Regulations and Companies Act, meetings was less than one hundred twenty days. The
2013. The minutes of the Committee meetings are tabled at details of attendance of Audit Committee meetings are
the Board Meetings and the chairperson of each Committee as under:
brief the members about the important deliberations and
discussion. Name of the Category Status No of Meetings
Member Held# Attended
The Minutes of the meetings of the Board of Directors and other Mr. Shishir NED(I) Chairman 8 8
committees are captured in accordance with the provisions of Desai
the Companies Act, 2013. Mr. Sriram NED(I) Member 8 8
COMPOSITION OF COMMITTEES OF DIRECTORS AND THEIR Venkataraman
ATTENDANCE AT THE MEETINGS: Mr. Takuya NED Member 4 3
Morikawa*
Kokuyo Camlin has the following Board Level Committees: Ms. Nandini NED(I) Member 8 8
A) Audit Committee Chopra
Mr. Yasuyuki NED(I) Member 8 8
B) Remuneration and Nomination Committee Kanebako
C) Stakeholder Relationship Committee Mr. Koji NED Member 3 3
Higashiguchi**
D) Corporate Social Responsibility Committee #

Number of meetings held during the tenure of
E) Risk Management Committee respective member of the Committee.
Various Committees of Directors have been appointed by * Resigned with effect from 1st September, 2021.
the Board for taking informed decisions in the best interest ** Appointed with effect from 28th October, 2021.
of the Company. These Committees monitor the activities The Board has designated Ms. Hinal Chheda Company
falling within their respective terms of reference. The Board’s Secretary to act as Secretary to the Committee.
Committees are as follows:
Members of the Audit Committee have accounting and
A. AUDIT COMMITTEE financial management expertise. The Chairman of the
The Audit Committee has played an important role in Committee attended the AGM held on 31st August, 2021
ensuring the financial integrity of the Company. The to answer the shareholders’ queries.
Audit Committee’s role includes the financial reporting The role of Audit Committee, the powers exercised by it
process, Audit process, Related Party Transactions and pursuant to the terms of reference, and the information
other applicable laws. The composition of the Audit reviewed by it are in accordance with the requirements
Committee is in line with the provisions of section as specified in the Listing Regulations, Companies Act,
177 of Companies Act, 2013 and Listing Regulations. 2013 and other applicable laws, if any. Apart from the
Further the Committee invites the Whole time Directors, above, the Audit Committee also exercises the role and
Chief Executive Officer, Chief Financial Officer, Statutory

42
 Annual Report - 2021-22
Corporate Governance Report (Contd.)
powers entrusted upon it by the Board of Directors from
time to time.
Terms of reference:
The terms of reference to this committee, interalia
covers all the matters specified under Regulation 18
of Listing Regulations as well as in Section 177 of the
Companies Act, 2013, besides other terms as may be
referred by the Board of Directors, from time to time.
These broadly include (i) review of financial reporting
processes, risk management, internal control and
governance processes, (ii) develop an Audit plan for
committee, (iii) risk management framework concerning
critical operations of the Company, (iv) discussion on
quarterly, half yearly and Annual financial statements
and the auditor’s report, (v) interaction with statutory,
internal auditors to ascertain their independence and
effectiveness of audit process, (vi) recommendation for
appointment, remuneration and terms of appointment
of auditors (vii) review of related party transactions.
The Audit Committee has also powers interalia to
investigate any activity within its terms of reference and
to seek information from any employee of the Company
and seek legal and professional advice.
B. REMUNERATION AND NOMINATION COMMITTEE:
As on 31st March, 2022, the Remuneration & Nomination
Committee comprises of Members as stated below. The
composition of the Committee is in conformity with the
Listing Regulations.
Meetings, Members and Attendance
During the Financial Year 2021-22, the Remuneration
& Nomination Committee held 6 (six) meetings on
9th August, 2021, 27th August, 2021, 22nd October,
2021, 15th December, 2021, 25th January, 2022 and
24th February, 2022. The details of attendance of the
Members are as under:
Name of the Member Category Status No. of Meetings
Held Attended
Mr. Shishir Desai NED(I) Chairman 6 6
Ms. Nandini Chopra NED(I) Member 6 6
Mr. Dilip Dandekar NED Member 6 5
Mr. Sriram NED(I) Member 6 6
Venkataraman
The Board has designated Ms. Hinal Chheda, Company
Secretary to act as Secretary to the Committee.
43
 KOKUYO CAMLIN LIMITED
Corporate Overview
Terms of reference:
The terms of reference to this committee, interalia
covers all the matters specified under Regulation 19
of Listing Regulations, as well as in Section 178 of the
Companies Act, 2013, besides other terms as may be
referred by the Board of Directors, from time to time.
These include:
Statutory Reports
i. Formulation of the criteria for determining
qualifications, positive attributes and
Independence of a Director and recommend to
the Board of Directors a policy relating to, the
remuneration of the Directors, Key Managerial
Personnel and other employees;
ii. Formulation of criteria for evaluation of
performance of Independent Directors and the
Board of Directors;
Financial Statements
iii. Devising a policy on diversity of Board of Directors;
iv. Identifying persons who are qualified to become
Directors and who may be appointed in senior
management in accordance with the criteria laid
down and recommend to the Board of Directors
their appointment and removal.
v. Whether to extend or continue the term of
appointment of the Independent Director, on the
basis of the report of performance evaluation of
Independent Directors.
vi. Recommendation of remuneration to the Board of
Directors of Senior Management one level below
the Chief Executive Officer.
Performance Evaluation
The criteria for performance evaluation cover the areas relevant
to the performance, participation, conduct, effectiveness
etc. The performance evaluation of Independent Directors
was done by the entire Board of Directors and the Directors
subject to evaluation had not participated in the same.
The Independent Directors evaluated the performance of
Non-Independent Directors and Board as a whole.
Policy for Remuneration to Director/ Key Managerial Personnel
1. Remuneration to Managing/ Whole-time Directors:
a) The Remuneration to be paid to Managing/
Whole-time Directors, shall be governed as per
provisions of the Companies Act, 2013 and rules
Corporate Governance Report (Contd.)

made there under or any other enactment for the compliance with the provisions of the Companies
time being in force and the approvals obtained Act, 2013 and in accordance with the Company’s
from the Members of the Company. Policy.
b) The Remuneration and Nomination Committee b) The fixed pay shall include monthly remuneration,
shall make such recommendation to the Board employer’s contribution to Provident Fund,
of Directors, as it may consider appropriate with contribution to pension fund, pension schemes,
regard to remuneration to Managing/ Wholetime etc. as decided from time to time in accordance
Directors. with the Company’s Policy.
2. Remuneration to Non-Executive/ Independent c) The incentive pay shall be decided based on the
Directors: balance between performance of the Company
a. The Non-Executive/Independent Directors may and performance of the Key Managerial Personnel,
receive sitting fees and such other remuneration to be decided annually or at such intervals as may
as permissible under the provisions of Companies be considered appropriate.
Act, 2013. The amount of sitting fees shall be such A brief of the Remuneration paid to Directors and Manager is
as may be recommended by the Remuneration given below:
and Nomination Committee and approved by the
Board of Directors. A. Directors:
(` In Lakhs)
b. All the remuneration of the Non-Executive/
Independent Directors (excluding remuneration Name of Director Sitting Salary Perqui- Total
Fees Including sites#
for attending meetings as prescribed under
HRA
Section 197 (5) of the Companies Act, 2013) shall
be subject to ceiling/ limits as provided under Mr. Dilip D. N.A. 48.02 48.55 96.58
Companies Act, 2013 and rules made there under Dandekar*
or any other enactment for the time being in force. Mr. Shriram S. N.A. 97.32 39.83 134.95
Dandekar
The amount of such remuneration shall be such as
may be recommended by the Remuneration and Mr. Nobuchika Doi 0.00 N.A. N.A. 0.00
Nomination Committee and approved by the Board Mr. Takuya 0.00 N.A. N.A. 0.00
of Directors or shareholders, as the case may be. Morikawa**

c. An Independent Director shall not be eligible to Mr. Koji 0.00 N.A. N.A. 0.00
get Stock Options and also shall not be eligible to Higashiguchi***
participate in any share based payment schemes Mr. Shishir B. Desai 9.60 N.A. N.A. 9.60
of the Company. Mr. Sriram 9.20 N.A. N.A. 9.20
d. Any remuneration paid to Non- Executive / Venkataraman
Independent Directors for services rendered Ms. Nandini Chopra 9.60 N.A. N.A. 9.60
which are of professional in nature shall not be Mr. Yasuyuki 0.00 N.A. N.A. 0.00
considered as part of the remuneration for the Kanebako
purposes of clause (b) above if the following
* During the year, Mr. Dilip Dandekar was re-designated
conditions are satisfied: from ‘Director in whole time employment designated as
i. The Services are rendered by such Director Chairman and Executive Director’ to ‘Chairman and Non-
Executive Director’ effective from 1st September, 2021.
in his capacity as the professional; and
Further, he continues to be the Chairman of the Company.
ii. In the opinion of the Committee, the director ** Resigned with effect from 1st September, 2021.
possesses the requisite qualification for the *** Appointed with effect from 1st September, 2021.
practice of that profession. # Perquisites interalia, include reimbursement of expenses/
3. Remuneration to key managerial personnel: allowance for utilities, such as gas, electricity, water,
furnishing and repairs, medial reimbursement, leave
a) The Remuneration to Key Managerial Personnel travel concession, club fees, provision of car and driver,
shall consist of fixed pay and incentive pay, in telephone/fax facilities, benefit of personal accident

44
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Corporate Governance Report (Contd.)

insurance scheme etc. The Executive Director is entitled to
gratuity and encashment of leave as per the rules of the
Company and also entitled to Company’s contribution to
provident fund and superannuation fund.
The Board of Directors at their meeting held on
28th January, 2022 have re-appointed Mr. Shriram
S. Dandekar as Director in Whole time employment
designated as ‘Vice Chairman and Executive Director’
Corporate Overview
The Board has designated Ms. Hinal Chheda, Company
Secretary to act as Secretary to the Committee.
Complaints received and redressed by the Company
during the financial year 2021-2022:
During the financial year 2021-22, two complaints were
received from the shareholders and the same were
resolved.

Statutory Reports
for a further period of 1 (one) year with effect from 1st
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
February, 2022. The necessary agreement has been
(CSR):
executed with Mr. Shriram S. Dandekar. The aforesaid
appointment was approved by the members by passing Meetings, Members and Attendance
special resolutions through postal ballot on 24th March,
During the Financial Year 2021-2022 the Committee
2022.
held 1 (one) meeting on 29th March, 2022.
B. Manager
The details of attendance of Members are given below:
Mr. Satish Veerappa, Manager designated as Chief
Name of the Member Category Status No. of Meetings

Financial Statements
Executive Officer was paid a remuneration of `208.98
Lakhs during the year. Held Attended
Ms. Nandini Chopra NED(I) Chairperson 1 1
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Mr. Shriram Dandekar ED Member 1 1
Terms of reference: Mr. Yasuyuki NED(I) Member 1 1
Kanebako
The terms of reference to this committee, interalia
covers all the matters specified under Regulation 20 The Board has designated Ms. Hinal Chheda, Company
of Listing Regulations, as well as in Section 178 of the Secretary to act as Secretary to the Committee.
Companies Act, 2013, besides other terms as may be
Terms of Reference:
referred by the Board of Directors, from time to time. The
Committee was constituted to specifically look into the Formulate and recommend the CSR policy to the Board
mechanism of redressing of Shareholders and Investors which shall indicate the activities to be undertaken by
Complaints concerning transfer of shares, non- receipt the Company, recommend the amount of expenditure to
of dividend, non-receipt of annual report etc. be incurred on the activity and monitor the CSR policy
of the Company from time to time. The Company has
Meetings, Members and Attendance formulated the CSR Policy in line with Schedule VII of
During the Financial Year 2021-2022 the Committee the Companies Act, 2013.
held 2 (two) meetings on 18th June, 2021 and 28th E. RISK MANAGEMENT COMMITTEE
January, 2022.
During the year under review, the Board of Directors at
The details of attendance of Members are as under: its meeting held on 10th August, 2021 has constituted
Name of the Category Status No. of Meetings Risk Management Committee pursuant to Regulation
Member Held Attended 21 of the Listing Regulations as amended by the SEBI
(Listing Obligations and Disclosure Requirements)
Mr. Shishir NED(I) Chairman 2 2
Desai (Second Amendment) Regulations, 2021 issued on May
5, 2021.
Mr. Shriram ED Member 2 2
Dandekar Meetings, Members and Attendance
Mr. Nobuchika NED Member 2 2
During the Financial Year 2021-2022 the Committee
Doi
held 1 (one) meeting on 29th March, 2022.

45
Corporate Governance Report (Contd.)

The details of attendance of Members are given below: ii. Ensuring that appropriate methodology,
Name of the Member Category Status No of Meetings processes and systems are in place to monitor
Held Attended and evaluate risks associated with the business
of the Company;
Mr. Shriram Dandekar ED Chairman 1 1
Ms. Nandini Chopra NED(I) Member 1 1 iii. Monitoring and overseeing implementation of the
Mr. Nobuchika Doi NED Member 1 1 risk management policy, including evaluating the
adequacy of risk management systems;
Mr. Satish Veerappa CEO Member 1 1
iv. Periodical review of the risk management policy, at
The Board has designated Ms. Hinal Chheda, Company
least once in two years, including by considering
Secretary to act as Secretary to the Committee.
the changing industry dynamics and evolving
Terms of reference: complexity;
The terms of reference to this committee, interalia v. Keeping the Board of Directors informed about
covers all the matters specified under Regulation 21 as the nature and content of its discussions,
well as Regulation C of part D of Schedule II of Listing recommendations and actions to be taken;
Regulations besides other terms as may be referred by
vi. Review of appointment, removal and terms of
the Board of Directors, from time to time. These include:
remuneration of the Chief Risk Officer (if any).
i. Formulation of a detailed risk management policy
F. INDEPENDENT DIRECTORS MEETING:
which shall include:
In accordance with provisions of the Schedule IV (Code
a. framework for identification of internal
for Independent Directors) of the Companies Act, 2013
and external risks specifically faced by the
and Listing Regulations, a meeting of the Independent
listed entity, in particular including financial,
Directors of the Company was held on 29th March,
operational, sectoral, sustainability
2022 through video conferencing. The meeting was
(particularly, ESG related risks), information,
attended by all Independent Directors in absence
cyber security risks or any other risk as may
of Non Independent Directors and Members of the
be determined by the Committee.
Management.
b. Measures for risk mitigation including
systems and processes for internal control
of identified risks.

46
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Corporate Governance Report (Contd.)

Corporate Overview
4. GENERAL BODY MEETINGS:

I. DETAILS OF THE ANNUAL GENERAL MEETING HELD DURING THE PRECEDING 3 YEARS AND SPECIAL
RESOLUTIONS PASSED THEREAT GIVEN BELOW:

FINANCIAL YEAR VENUE DATE & TIME DETAILS OF SPECIAL

RESOLUTON PASSED
2020-2021 Video Conferencing (“VC”) 31st August, 2021 at There was no special resolution

Statutory Reports
/ Other Audio Visual Means 11.00 a.m. passed.
(“OAVM”)
2019-2020 Video Conferencing (“VC”) 4th September, 2020 There was no special resolution
/ Other Audio Visual Means at 11.00 a.m. passed.
(“OAVM”)
2018-2019 Walchand Hirachand Hall, 8th August, 2019 There was no special resolution
IMC Building, Indian Merchants at 3.00 p.m. passed.
Chamber Marg, Churchgate,
Mumbai-400 020

II. DETAILS OF POSTAL BALLOT AND SPECIAL RESOLUTIONS PASSED THROUGH POSTAL BALLOT ARE GIVEN

Financial Statements
BELOW:

During the year 2021-22, the Company successfully completed the process of obtaining the approval of members
by way of postal ballot on two occasions in respect of the following special resolutions:

SR. PARTICULARS OF RESOLUTIONS PASSED ON

NO.
1 Re-appointment of Mr. Satish Veerappa as ‘Manager’ designated as ‘Chief 23rd December, 2021
Executive Officer’ for a further period effective from 1st November, 2021 to 31st
December, 2024 and remuneration payable to him upto 31st December, 2021.
2 Payment of remuneration by way of perquisites to Mr. Dilip D. Dandekar (DIN: 23rd December, 2021
00846901), Chairman & Non-Executive Director.
3 Re-appointment of Mr. Shriram S. Dandekar (DIN: 01056318) as a Director in 24th March, 2022
whole time employment designated as ‘Vice Chairman & Executive Director’ for a
period of one (1) year effective from 1st February 2022 to 31st January, 2023 and
remuneration payable to him.
4 Remuneration payable to Mr. Satish Veerapa, Manager designated as ‘Chief 24th March, 2022
Executive Officer’ (CEO) for a period effective from 1st January, 2022 to 31st
December, 2024.

The Company had appointed Mr. J. H. Ranade (FCS No. 4317, C.P. No. 2520) failing which Mr. S. J. Ranade
(ACS No.33416, C.P. No.12520) of M/s. JHR & Associates, Practicing Company Secretaries as scrutinizer for
conducting the postal ballot/ e-voting process in a fair and transparent manner.

Mr. Dilip D. Dandekar, Chairman & Non-Executive Director announced the Postal Ballot results as per the scrutinizers
report on 24th December, 2021 in respect of the resolutions mentioned at serial nos. 1 to 2 above and further on
25th March, 2022 in respect of the resolutions mentioned at serial nos. 3 to 4 above and the results were displayed
at the Registered Office of the Company, intimated to the Stock Exchanges where the Company’s shares are listed
and displayed along with the Scrutiniser’s report on the Company’s website, www.kokuyocamlin.com.

Details of the Voting pattern in respect of the Special Resolutions are as under:

47
Corporate Governance Report (Contd.)

Resolution Required : Special 1. Re-appointment of Mr. Satish Veerappa as ‘Manager’ designated as ‘Chief Executive
Officer’ for a further period effective from 1st November, 2021 to 31st December,
2024 and remuneration payable to him up to 31st December, 2021.

Whether promoter/ promoter group are No

interested in the agenda/resolution?

Category Mode of No. of No. of votes % of Votes Polled No. of No. of % of Votes % of Votes
Voting shares held polled on outstanding Votes – in Votes – in favour on against on
shares favour Against votes polled votes polled
[1] [2] [3]={[2]/[1]} [4] [5] [6]={[4]/ [7]={[5]/
*100 [2]}*100 [2]}*100
Promoter and E-Voting 75215950 75215950 100.0000 75215950 0 100.0000 0.0000
Promoter Group
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 75215950 100.0000 75215950 0 100.0000 0.0000
Public E-Voting 133592 0 0.0000 0 0 0.0000 0.0000
Institutions
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 0 0.0000 0 0 0.0000 0.0000
Public Non E-Voting 24954264 1038866 4.1631 1035644 3222 99.6899 0.3101
Institutions
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 1038866 4.1631 1035644 3222 99.6899 0.3101
Total 100303806 76254816 76.0239 76251594 3222 99.9958 0.0042

The Resolution was passed with requisite majority.

Resolution Required : Special 2. Payment of remuneration by way of perquisites to Mr. Dilip D. Dandekar (DIN:
00846901), Chairman & Non-Executive Director.
Whether promoter/ promoter group are No
interested in the agenda/resolution?
Category Mode of No. of No. of votes % of Votes Polled No. of No. of % of Votes % of Votes
Voting shares held polled on outstanding Votes – in Votes – in favour on against on
shares favour Against votes polled votes polled
[1] [2] [3]={[2]/[1]} [4] [5] [6]={[4]/ [7]={[5]/
*100 [2]}*100 [2]}*100
E-Voting 75215950 75215950 100.0000 75215950 0 100.0000 0.0000
Promoter and Poll 0 0.0000 0 0 0.0000 0.0000
Promoter Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Group
Total 75215950 100.0000 75215950 0 100.0000 0.0000
Public E-Voting 133592 0 0.0000 0 0 0.0000 0.0000
Institutions Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 0 0.0000 0 0 0.0000 0.0000
Public Non E-Voting 24954264 1038766 4.1627 1031173 7593 99.2690 0.7310
Institutions Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 1038766 4.1627 1031173 7593 99.2690 0.7310
Total 100303806 76254716 76.0238 76247123 7593 99.9900 0.0100
The Resolution was passed with requisite majority.

48
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Corporate Governance Report (Contd.)

Corporate Overview
Resolution Required : Special 3. Re-appointment of Mr. Shriram S. Dandekar (DIN: 01056318) as a Director in whole-
time employment designated as ‘Vice- Chairman & Executive Director’ for a period of
one (1) year effective from 1st February 2022 to 31st January, 2023 and remuneration
payable to him.
Whether promoter/ promoter group are No
interested in the agenda/resolution?
Category Mode of No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votes
Voting shares held polled on outstanding Votes – in Votes – favour on votes against on
shares favour Against polled votes polled

Statutory Reports
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/ [7]={[5]/
[2]}*100 [2]}*100
Promoter and E-Voting 75215950 75215950 100.0000 75215950 0 100.0000 0.0000
Promoter Group Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 75215950 100.0000 75215950 0 100.0000 0.0000
Public E-Voting 178490 0 0.0000 0 0 0.0000 0.0000
Institutions Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000

Financial Statements
Total 0 0.0000 0 0 0.0000 0.0000
Public Non E-Voting 24909366 1075690 4.3184 1067414 8276 99.2306 0.7694
Institutions Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 1075690 4.3184 1067414 8276 99.2306 0.7694
Total 100303806 76291640 76.0606 76283364 8276 99.9892 0.0108

The Resolution was passed with requisite majority.

Resolution Required : Special 4. Remuneration payable to Mr. Satish Veerappa, Manager designated as ‘Chief Executive
Officer’ (CEO) for a period effective from 1st January, 2022 to 31st December, 2024.
Whether promoter/ promoter group are No
interested in the agenda/resolution?
Category Mode of No. of No. of votes % of Votes Polled No. of No. of % of Votes in % of Votes
Voting shares held polled on outstanding Votes – in Votes – favour on votes against on
shares favour Against polled votes polled
[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/ [7]={[5]/
[2]}*100 [2]}*100
Promoter and E-Voting 75215950 75215950 100.0000 75215950 0 100.0000 0.0000
Promoter Group Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 75215950 100.0000 75215950 0 100.0000 0.0000
Public E-Voting 178490 0 0.0000 0 0 0.0000 0.0000
Institutions Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 0 0.0000 0 0 0.0000 0.0000
Public Non E-Voting 24909366 1075565 4.3179 1066300 9265 99.1386 0.8614
Institutions Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot 0 0.0000 0 0 0.0000 0.0000
Total 1075565 4.3179 1066300 9265 99.1386 0.8614
Total 100303806 76291515 76.0604 76282250 9265 99.9879 0.0121

The Resolution was passed with requisite majority.

49
Corporate Governance Report (Contd.)

At present, the Company is not proposing to conduct Postal Ballot for passing a Special Resolution.

Procedure for Postal Ballot:

After receiving the approval of the Board of Directors, the Postal Ballot notice along with the explanatory statement, were
dispatched to the members through e-mail on:

a) 22nd November, 2021, to enable them to vote within a period of 30 days, starting from Wednesday, 24th November, 2021
at 9:00 a.m. (IST) to Thursday, 23rd December, 2021 at 5:00 p.m. (IST). After the last date of receipt of postal Ballot forms,
the scrutinizer after due verification submitted his report on 23rd December, 2021. Thereafter, the result of Postal Ballot
was declared by the Chairman on 24th December, 2021 and the same was intimated to the stock exchanges, put up on
the Notice Board at the Registered Office and on the website of the Company.

b) 21st February, 2022, to enable them to vote within a period of 30 days, starting from Wednesday, 23rd February, 2022
at 9:00 a.m. (IST) to Thursday, 24th March, 2022 at 5:00 p.m. (IST). After the last date of receipt of postal Ballot forms,
the scrutinizer after due verification submitted his report on 25th March, 2022. Thereafter, the result of Postal Ballot was
declared by the Chairman on 25th March, 2022 and the same was intimated to the stock exchanges, put up on the Notice
Board at the Registered Office and on the website of the Company.

5. MEANS OF COMMUNICATION

Kokuyo Camlin recognises communication as a key element of the overall Corporate Governance framework and therefore
emphasises on prompt, continuous, efficient and relevant communication to all external constituencies.

WEBSITE: The Company’s website www.kokuyocamlin.com contains a separate section ‘Investor’ for use of investors.
The Quarterly, half yearly and Annual Financial Results are promptly and prominently displayed on website. Notices,
Annual Report, Quarterly Shareholding Pattern and other Communication are also available on the website.

FINANCIAL RESULTS: The Quarterly, Half yearly and Annual Results are regularly posted by the Company on its website.
These are also submitted to the Stock Exchanges i.e. NSE through NEAPS (NSE Electronic Application Processing System)
and BSE (Corporate Compliance and Listing Centre) in accordance with Listing Regulations. The Quarterly, Half Yearly and
Annual Results are normally published in Financial Express (English) and Loksatta (Marathi) newspapers, within 48 hours
of approval.

ANNUAL REPORT: Annual Report containing interalia, salient features of the Audited Financial Statements, Director’s
Report (Including Management Discussion and Analysis), Corporate Governance Report and other important information
is circulated to members and others entitled thereof.

CORPORATE FILING: Announcements, Quarterly Results, Shareholding Pattern etc. of the Company are regularly filed
by the Company with BSE Ltd. and National Stock Exchange of India Ltd. and are also available on the website of the
Company.

There were no presentations made to the institutional investor analysts during the year.

50
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Corporate Governance Report (Contd.)

Corporate Overview
6. GENERAL SHAREHOLDER INFORMATION: International INE760A01029
Annual Wednesday, 29th June, 2022 Securities
General 11:00 a.m. Identification
Meeting (Day, Number (ISIN)
Date, Time) Corporate L24223MH1946PLC005434
Mode The Company is conducting meeting Identification
through VC / OAVM pursuant to Number (CIN)

Statutory Reports
the MCA Circulars dated May 5, Note: The Annual Listing Fees for the year 2022-23 has
2020, April 8, 2020, April 13, 2020, been paid to BSE & NSE.
January 13, 2021, December 8, 2021,
December 14, 2021 and May 5, 2022 7. STOCK MARKET DATA:
and as such there is no requirement to Share Prices (High/Low) for the year at BSE and NSE are
have a venue for the AGM. For details as follows:
please refer to the Notice of this AGM.
Month BSE NSE
Financial Year 1st April, 2021 – 31st March, 2022
High Low High Low

Financial Statements
Date of Book 25th June, 2022 – 29th June, 2022
April, 2021 60.15 52.20 60.30 52.00
Closure
May, 2021 64.70 54.40 64.90 54.50
Financial First Quarter Results: by 14th August,
June, 2021 69.65 58.90 70.00 58.75
Results 2022
July, 2021 79.85 66.55 79.90 66.50
Second Quarter Results: by 14th
November, 2022 August, 2021 79.45 59.65 79.65 59.50

Third Quarter Results: by 14th September, 2021 77.00 64.75 77.40 64.85
February, 2023 October, 2021 71.35 63.70 71.25 63.90
Fourth Quarter Results: by 30th May, November, 2021 72.45 61.10 72.50 61.10
2023 December, 2021 67.45 59.00 67.60 59.25
Listing BSE Ltd. (Scrip Code: 523207) January, 2022 68.90 60.00 68.90 60.75
on Stock Phiroze Jeejeebhoy Towers, Dalal February, 2022 71.60 57.70 70.25 58.00
Exchanges Street, Mumbai - 400001 March, 2022 64.85 58.55 64.90 58.55
National Stock Exchange of India Ltd.
(Symbol: KOKUYOCMLN)
Exchange plaza, Bandra Kurla Complex,
Bandra (E), Mumbai - 400051

51
Corporate Governance Report (Contd.)

8. STOCK PERFORMANCE:

Kokuyo Camlin Share Price vis-a-vis BSE Sensex

80 65000

75.10
75 73.35 59306.93 60000
Kokuyo Camlin Quotes

58253.82 58014.17 58568.51

57552.39
59126.36
70 57064.87

BSE Sensex
56247.28 55000
66.70
52586.84 68.10
67.15
65 51937.44
52482.71
62.15
63.90 61.40
50000
61.05 62.15
60 48782.36
59.10
45000
55 55.00

50 40000
April May June July Aug Sept
Oct Nov Dec Jan Feb March
2021 2021 2021 2021 2021 2021
2021 2021 2021 2022 2022 2022
Period
Kokuyo Camlin Quotes BSE Sensex

Kokuyo Camlin Share Price vis-a-vis NSE Nifty

80 19000.00

75.05 18000.00
75 17618.15 17671.65
17464.75
17354.05
17132.20
Kokuyo Camlin Quotes

17339.85
73.40
17000.00
16983.20
70 16793.90
67.35
66.55
68.05 16000.00
NSE Nifty

15582.80 15763.05
65 15721.50

61.15 63.80 61.25 15000.00

62.15 62.10
60 14631.10

59.05
14000.00
55.00
55
13000.00

50 12000.00
April May June July Aug Sept Oct Nov Dec Jan Feb March
2021 2021 2021 2021 2021 2021 2021 2021 2021 2022 2022 2022
Period
Kokuyo Camlin Quotes Niy 50

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Corporate Governance Report (Contd.)

9. REGISTRARS AND SHARE TRANSER AGENT FOR
SHARES:
M/s. Link Intime India Private Limited, C-101,247 Park,
L.B.S. Marg Vikhroli (West) Mumbai-400083, Tel: (022)
49186270, Fax: (022) 49186060, email id: rnt.helpdesk@
linkintime.co.in are acting as Registrar & Transfer
Agents (RTA) for handling the shares related matters
Corporate Overview
processing the service requests viz. issue of duplicate
Securities certificate, Claim from unclaimed Suspense
Account, renewal / exchange of Securities certificate,
Endorsement, Sub-division / splitting of Securities
certificate, Consolidation of Securities certificate /
folios, Transmission and Transposition. Members
holding shares in physical form are requested to

both in Physical & Dematerialised mode.
Shareholders are advised to send all the correspondence
to the RTA. Documents relating to shares received by the
Company are also forwarded to the RTA for necessary
actions thereon.
10. SHARE TRANSFER SYSTEM:
11.
In terms of Regulation 40 (1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
Statutory Reports
consider converting their holdings to dematerialized
form. Transfers of equity shares in electronic form are
effected through the depositories with no involvement
of the Company. Shareholders who desire to demat their
shares can get in touch with any Depository Participant
having registration with SEBI to open a demat account
and follow the procedure for dematerialization of share.
RECONCILIATION OF SHARE CAPITAL AUDIT:
A Company Secretary-in-Practice carried out a

amended from time to time, securities can be transferred
only in dematerialized form w.e.f. April 01, 2019,
except in case of request received for transmission or
transposition of securities. SEBI vide its Circular no.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
25th January, 2022 mandated the listed Companies to
issue the securities only in dematerialized form while
Financial Statements
Reconciliation of Share Capital Audit to reconcile the
total admitted capital with NSDL and CDSL and the
total issued and listed capital. The audit confirms that
the total issued/paid up capital is in agreement with the
aggregate of the total number of shares in physical form
and the total number of shares in dematerialised form
(held with NSDL and CDSL).

12. Distribution of Shareholding as on 31st March, 2022:

No. of Shares No. of Shareholders Percentage No. of Shares Percentage

Up to 5000 33367 98.40 12375321 12.34
5001-10000 313 0.92 2340343 2.33
10001-20000 118 0.35 1722544 1.72
20001-30000 34 0.10 849710 0.85
30001-40000 21 0.06 734304 0.73
40001-50000 12 0.04 568219 0.57
50001-100000 23 0.07 1686091 1.68
100001-9999999 19 0.06 5361324 5.34
10000000 & above 1 0.00 74665950 74.44
Total 33908 100.00 100303806 100.00

53
Corporate Governance Report (Contd.)

Category of Shareholding as per 31st March, 2022:

Category of Shareholder Total No. of Shares Percentage of Total

Shares
Promoter and Promoter Group (A) 75215950 74.99
Public Shareholding (B)
Nationalised Banks 2125 0.00
Foreign Portfolio Investors (Corporate) 122208 0.12
Investor Education and Protection Fund 721018 0.72
Bodies Corporate 1665948 1.66
Clearing Member 132883 0.13
Individuals 20870876 20.81
Non Resident (Rep) 258705 0.26
Non – Resident (Non-Rep.) 187771 0.19
Hindu Undivided Family 1071321 1.07
Unclaimed Shares 55001 0.05
Total Public Shareholding (B) 25087856 25.01
Total Shareholding = (A) + (B) 100303806 100.00

Dematerialisation of Shares:

The Company’s Equity Shares are held in dematerialized form by National Securities Depository Ltd. (NSDL) and
Central Depository Services India Ltd. (CDSL) under ISIN No. INE760A01029. As on 31st March, 2022, 98.98% of the
total shares of the Company have been dematerialised. The Shareholders holding shares in physical form are requested
to dematerialise their shares as the Company’s shares are required to be compulsorily traded at the stock exchanges
in dematerialised form only. Further, SEBI, vide Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
January 25, 2022 has mandated issuance of securities in dematerialized form while processing the service request viz.
issue of duplicate securities certificate, Claim from Unclaimed Suspense Account, Renewal / Exchange of securities
certificate, Endorsement, Sub-division / splitting of securities certificate, Consolidation of securities certificates/folios,
Transmission and Transposition. The shares of the company are regularly traded at the National Stock Exchange of India
Limited and the BSE Limited.

12. UNCLAIMED SUSPENSE ACCOUNT:

In accordance with the requirements of Regulation 34, 39 read with Schedule V(F) of Listing Regulations, details of equity
shares in Kokuyo Camlin Limited Unclaimed Suspense Account are as follows:

Particulars No. of No. of

shareholders Equity Shares
Opening Aggregate number of shareholders and the outstanding shares in the 31 55001
Balance Unclaimed Suspense Account lying as on 1st April, 2021
Add No. of Shareholders whose shares got transferred during the year and – –
No. of shares transferred
Less Number of shareholders who approached the Company for transfer of – –
shares and shares transferred from suspense account during the year
Less Number of shareholders whose shares got transferred from suspense – –
account during the year
Closing Aggregate number of shareholders and outstanding shares lying in the 31 55001
Balance suspense account as on 31st March, 2022

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Corporate Governance Report (Contd.)

Corporate Overview
The shareholders after verifying from RTA that their 17. Address for correspondence:
shares have been transferred to Unclaimed Suspense
Account can make their claim with the Company or Registered : Hilton House, 48/2, Central
Office Road, MIDC, Andheri (East),
RTA. Thereafter, Company on proper verification of the
Mumbai-400093
shareholder’s identity and address would transfer the
Tel. No. : 022-6655 7000
shares in their favour. All the corporate benefits against
those shares like bonus shares, split, dividend etc., would Fax No. : 022- 2836 6579

also be transferred to Unclaimed Suspense Account
of the Company. The voting rights on shares lying in
unclaimed suspense account shall remain frozen till the
rightful owner claims the shares.
13. SUBSIDIARY COMPANY:
The Company does not have any Subsidiary Company.
14. Credit Ratings and any revisions thereto for debt
instruments or any fixed deposit programme or any
Statutory Reports
Email : investorrelations@kokuyocamlin.
com
Secretarial Department:
The Company’s Secretarial Department headed by Ms.
Hinal Chheda, Company Secretary & Compliance Officer
is situated at the Registered Office mentioned above.
Shareholders/Investors may contact the Company
Secretary for any assistance they may need.

Financial Statements
scheme or proposal involving mobilization of funds, Name of the : Ms. Hinal Chheda
whether in India or abroad: Compliance officer

The Company has not issued any debt instruments Designation : Company Secretary &
and does not have any fixed deposit programme or any Compliance Officer
scheme or proposal involving mobilization of funds in Telephone : 022- 6655 7000
India or abroad during the financial year ended 31st Fax No. : 022- 2836 6579
March, 2022. The ratings given by CRISIL for short-term Email : investorrelations@
borrowings and long-term borrowings of the Company kokuyocamlin.com.
are A1 and A/Stable respectively. There was no revision
18. DISCLOSURES:
in the said ratings during the year under review.
i. Strictures and Penalties:
15. Commodity price risk or foreign exchange risk and
hedging activities The Company has complied with all the
requirements of the Stock Exchanges as well as
The Company does not have any exposure hedged
the regulations and guidelines of SEBI and other
through commodity derivatives. During the financial
regulatory authorities. Consequently, no penalties
year, the Company had managed the foreign exchange
were imposed or strictures passed against the
risk and hedged to the extent considered necessary. The
Company by SEBI, Stock Exchanges or any other
details of foreign currency exposures are disclosed in
statutory authorities on any matter relating to
Note no. 41 to the Annual Audited Financial Statements.
capital markets during the last 3 years.
16. Plant Locations:
ii. Compliance with Accounting Standards:
Tarapur : M.I.D.C, Boisar, Tarapur, Dist. Thane In preparation of the Financial Statements, the
401506. Company has followed the Accounting standards
Patalganga : Plot No. F/8, Additional Patalganga, applicable to the Company.
MIDC, Village Chavane, Tal. Panvel,
Dist Raigad, Pin – 410 220. iii. CEO/ CFO Certification:
Jammu : Industrial Growth Center, Samba The Chief Executive Officer and Chief Financial
Phase I, Jammu , J&K State. Officer of the Company have furnished the
101, Gangyal Industrial Area, Phase requisite Certificates to the Board of Directors as
II, Jammu – 180 004. per Listing Regulations.

55
Corporate Governance Report (Contd.)
iv. Internal Control system and their adequacy:
The Company has adequate internal control
procedures commensurate with its size and
nature of business. The Company has appointed
Internal Auditors who audit the adequacy and
effectiveness of the internal controls laid down
by the management and suggest improvements.
The Audit Committee of the Board of Directors
periodically reviews the audit plans, internal audit
reports and adequacy of internal controls and risk
management.
v. Related Party Transactions:
The Company did not enter into any materially
significant related party transactions, which had
potential conflict with the interest of the Company
at large. The related party transactions entered
into with the related parties as defined under
the Companies Act, 2013 and as per Listing
Regulations during the financial year were in the
ordinary course of business and the same have
been approved by the Audit Committee/ Board of
Directors. Transactions with the related parties
are disclosed under Schedule 40 to the financial
statements in the Annual Report. The Board of
Directors has approved a policy of related party
transactions which has been uploaded on the
website of the Company www.kokuyocamlin.
com.
vi. Recommendations of the Committees of the
Board:
There were no instances during the financial year
2021-22, wherein the Board had not accepted
recommendations made by any Committee of the
Board.
vii. Risk Management:
We operate in a dynamic business scenario that
gives rise to external and internal risk factors. We
have designed an integrated risk management
approach called the Enterprise Risk Management
(ERM) framework for risk identification,
assessment and reporting. To identify key risks
to our business model, during the course of the
year we have conducted a risk management
56
exercise that assisted the senior management in
identification of key risks and selection of most
suited risk management strategies to manage
principal risks effectively. The Board has approved
the Risk Management Policy as part of the ERM
framework that covers key business functions,
processes and units. The Risk Management policy
is implemented through the Risk Management
Committee and various department heads who
take the risk ownership and monitor the risks on a
periodical basis. The ERM Framework will enable
achievement of strategic objectives by identifying,
analysing, assessing, mitigating, monitoring and
governing any risk or potential threat to these
company objectives. Systematic and proactive
identification of risks and mitigation thereof will
enable effective and quick decision making and
will boost the performance of the organization.
The ERM framework will act as a decision enabler
which not only seeks to minimize the impact of
risks but also enable effective resource allocation
based on risk ranking and risk appetite. Strategic
decisions will be taken after careful consideration
of risks based on secondary risks and residual
risks.
viii. Vigil Mechanism (Whistle Blower Policy):
The Company has a vigil mechanism called
‘Whistle Blower Policy’ with a view to provide a
mechanism for Directors and employees of the
Company to raise concerns of any violations of
any legal or regulatory requirement, incorrect or
misrepresentation of any financial statement and
reports etc. The policy also includes reporting
of instances relating to leak of Unpublished
Price Sensitive Information. The Company is
committed to adhere to the highest standards
of ethical, moral and legal conduct of business
operations. No person has been denied access to
the Chairman of the Audit Committee.
ix. Secretarial Compliance Report
The Company has engaged the services of Mr.
J. H. Ranade (CP No. 2520), Partner of M/S. JHR
& Associates, Practicing Company Secretaries
and Secretarial Auditors of the Company for
providing the certificate pursuant to SEBI Circular
 Annual Report - 2021-22
Corporate Governance Report (Contd.)
No. CIR/CFD/CMD1/27/2019 dated 8th February,
2019 read with Regulation 24 (A) of the Listing
Regulations and the said certificate was placed
before the Board of Directors at their meeting held
on 6th May, 2022.
x. Certificate from Practicing Company Secretary
Certificate as required under Part C of Schedule
V of the Listing Regulations received from Mr. J.
H. Ranade, Partner of M/S. JHR & Associates,
Practicing Company Secretaries, that none of the
Directors on the Board of the Company have been
debarred or disqualified from being appointed or
continuing as directors of the Company by the
Securities and Exchange Board of India/Ministry of
Corporate Affairs or any such statutory authority
was placed before the Board of Directors at their
meeting held on 6th May, 2022 and is annexed to
this Report.
Xi. Total fees paid to the Statutory Auditor:
Total fees of `35.36 Lakhs during the financial
year 2021-22, for all the services was paid by the
Company, to the Statutory Auditor and all entities
in the network firm/ network entity of which the
Statutory Auditor is a part.
xii. Disclosures in relation to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
a) Number of complaints pending at : 0
the beginning of the financial year
2021-2022.
b) Number of complaints filed during : 1
the financial year 2021-2022
c) Number of complaints disposed : 1
off during the financial year 2021-
2022.
d) Number of complaints pending as : 0
on end of the financial year 2021-
2022.
xiii. Code of Conduct to Regulate, Monitor and Report
Trading by Designated Persons:
The Company has adopted Code of Conduct
to Regulate, Monitor and Report Trading by
Designated Persons under Securities and
57
 KOKUYO CAMLIN LIMITED
Corporate Overview
Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.
The Company has complied with all the mandatory
requirements specified in regulation 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of regulation
46 of the Listing Regulations.
The Corporate Governance Report of the
Statutory Reports
Company for the year ended 31st March, 2022 are
in compliance with the requirements of Corporate
Governance under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The status of adoption of the discretionary
requirements as specified in Part E of Schedule II
is as under:-
● Non-Executive Chairman’s Office:
Financial Statements
The Non-Executive Chairman of the
Company is entitled to maintain his office
at the expenses of the Company and
reimbursement of expenses incurred in
performance of his duties.
● Shareholders Rights:
Extract of the Quarterly, Half Yearly and
Annual Financial Results of the Company
are published in the Newspaper and are also
posted on Company’s corporate website
www.kokuyocamlin.com. The complete
Annual Report is sent to each and every
Shareholder of the Company.
● Modified opinion in Auditors Report
The Company’s financial statement for
the year ended 31st March, 2022 does not
contain any modified Audit opinion
● Reporting of Internal Auditor:
The Internal Auditor of the Company reports
to the CEO and has direct access to the
Audit Committee.
For & on behalf of the Board
Place: Mumbai Dilip D. Dandekar
Dated: 6th May, 2022 Chairman & Non-Executive Director
Corporate Governance Report (Contd.)

COMPLIANCE WITH CODE OF BUSINESS CONDUCT

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior
Management Personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2022.

For Kokuyo Camlin Limited

Place: Mumbai Satish Veerappa
Date: 6th May, 2022 Chief Executive Officer

CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL

OFFICER (CFO) CERTIFICATE
To,
The Board of Directors
Kokuyo Camlin Limited

We, Satish Veerappa, Chief Executive Officer and Chetan R. Badal, Chief Financial Officer heading the Finance Functions, to the
best of our knowledge and belief, hereby certify that:
1. We have reviewed the Balance Sheet as at 31st March, 2022, Profit & Loss Account for the year ended on that date along
with all its schedules, notes to accounts as well as cash flow statement and Directors Report for the year and based on
our knowledge and information confirm that:
a. these statements do not contain any materially untrue statement or omit to state any material fact or contain
statements that may be misleading;
b. these statements together present true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
2. Based on our knowledge and information, there are no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s Code of Conduct.
3. We, along with the Company’s other certifying officers accept responsibility for establishing and maintaining internal
controls and have evaluated the effectiveness of internal control system of the Company and have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which, we are aware
and the steps we have taken or propose to take to rectify these deficiencies.
4. We, along with the Company’s other certifying officers, have indicated to the Auditors and the Audit Committee of the
Company, the following:
a. Significant changes in internal control during the year;
b. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
c. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or any employee having significant role in the Company’s internal Control System.

SATISH VEERAPPA CHETAN BADAL

CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER
Place: Mumbai
Date: 6th May, 2022

58
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Corporate Governance Report (Contd.)

Corporate Overview
Certificate from Practicing Company Secretaries Regarding
Non-Disqualification of Directors
CERTIFICATE
Based on our verification of the records maintained by Kokuyo Camlin Limited L24223MH1946PLC005434 (hereinafter called
‘the Company’) including declarations / notices received from its Directors and also information / record available on the
website(s) of the Ministry of Corporate Affairs, Securities and Exchange Board of India and Stock Exchanges where the equity

Statutory Reports
shares of the Company are listed, we hereby certify that, during the Financial year 2021-22, none of the Directors on the Board
of the Company were debarred or disqualified from being appointed or continuing as directors of the Company by the Securities
and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.
This certificate is being issued as per the requirements of Schedule V (C) (10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

For JHR & Associates

Company Secretaries

J. H. Ranade

Financial Statements
(Partner)
Place: Thane FCS: 4317, CP: 2520
Date: 6th May, 2022 UDIN: F004317D000294640

Certificate from Practicing Company Secretaries Regarding

Compliance of Conditions of Corporate Governance
CERTIFICATE
To
The Members of KOKUYO CAMLIN LIMITED
We have examined the compliance of conditions of Corporate Governance by Kokuyo Camlin Limited - CIN:
L24223MH1946PLC005434 (‘the Company’) for the year ended on 31st March, 2022 as stipulated in Chapter IV of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing
Agreements of the said Company with Stock Exchanges (‘the Regulations’).
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as specified in the Regulations referred above.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
For JHR & Associates
Company Secretaries

J. H. Ranade
(Partner)
Place: Thane FCS: 4317, CP: 2520
Date: 6th May, 2022 UDIN: F004317D00030411

59
Business Responsibility Report

The Directors present the Business Responsibility Report of the Company for the financial year ended on 31st March, 2022
pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1 Corporate Identity Number (CIN) of the Company. : L24223MH1946PLC005434

2 Name of the Company : Kokuyo Camlin Limited
3 Registered address : 48/2, Hilton House, Central Road, MIDC, Andheri (E), Mumbai
– 400093
4 Website : www.kokuyocamlin.com
5 E-mail id : : corporate@kokuyocamlin.com
6 Financial Year reported : : 1st April, 2021 to 31st March, 2022
7 Sector(s) that the Company is engaged in (industrial : Stationery & Art Material Products
activity code-wise)
8 List three key products/services that the Company : Scholastic Products & Note books
manufactures/provides (as in balance sheet) Writing and Marking Instruments
Fine Art and Graphics/Fashion and Hobby colours.
9 Total number of locations where business activity is
undertaken by the Company
a. Number of International Locations (Provide : Nil
details of major 5)
b. Number of National Locations : The Company’s manufacturing operations are at three
locations i.e. Addl Patalganga and Tarapur in Maharashtra and
In Samba in J & K Union Territory with Branch offices at New
Delhi & Kolkata. The Company's registered office is in Mumbai
and has a nationwide sales and distribution network.
10 Markets served by the Company –Local/State/ : The markets for the Company’s products are across India.
National/International Globally, it serves markets in SAARC, Middle East, Far East &
Japan.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1 Paid up Capital (INR) : 100303806

2 Total Turnover (INR) (Net) : 50,847.23 lakhs
3 Total profit after taxes (INR) : -472.85 Lakhs
4 Total Spending on Corporate Social Responsibility : `13.32 lakhs
(CSR) as percentage of profit after tax (%) Percentage – Not Applicable
5 List of activities in which expenditure in 4 above has : a) Conversion of Nitrogen Plant to Oxygen Plant and
been incurred:- donating the same to TIMA Hospital, Tarapur for supply
of oxygen to COVID-19 patients.
b) Contribution to PM Cares Fund.

60
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Business Responsibility Report (Contd.)

Corporate Overview
SECTION C: OTHER DETAILS

1 Does the Company have any Subsidiary Company/ Companies? : No

2 Do the Subsidiary Company/Companies participate in the BR : N.A

Initiatives of the parent company? If yes, then indicate the number
of such subsidiary company(s)

Statutory Reports
3 Do any other entity/entities (e.g. Suppliers, distributors etc.) that : Currently other entities (suppliers/ distributors,
the Company does business with, participate in the BR initiatives etc.) do not participate in BR initiatives of the
of the Company? If yes, then indicate the percentage of such Company.
entity/entities? [Less than 30%, 30-60%, More than 60%]

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR

(a) Details of the Director/Director responsible for implementation of the BR policy/policies

No Particulars Details

Financial Statements
1 DIN Number 01056318
2 Name Shriram Dandekar
3 Designation Vice Chairman & Executive Director

(b) Details of the BR head

No. Particulars Details

1 DIN Number (if applicable) -
2 Name Satish Veerappa
3 Designation CEO
4 Telephone number 022-66557000
5 e-mail id corporate@kokuyocamlin.com

2. Principle-wise (as per NVGs) BR Policy/policies

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by the
Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These are as follows:

P 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
P 2: Businesses should provide goods and services that are safe and contribute to Sustainability throughout their life
cycle
P 3: Businesses should promote the wellbeing of all employees
P 4: Businesses should respect the interests of, and be responsive towards all stakeholders, Especially those who are
disadvantaged, vulnerable and marginalized.
P 5: Businesses should respect and promote human rights
P 6: Business should respect, protect, and make efforts to restore the Environment
P 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a Responsible manner
P 8: Businesses should support inclusive growth and equitable development
P 9: Businesses should engage with and provide value to their customers and Consumers in a responsible manner

61
Business Responsibility Report (Contd.)

(a) Details of compliance (Reply in Y/N)

No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1 Do you have a policy/policies for Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in Yes
consultation with the relevant stakeholders?
3 Does the policy conform to any national / Yes
international standards? If yes, specify? (50 The policy is in line with applicable legal requirements and are as
words) per ISO and Occupational Health and Safety Assessment systems.
4 Has the policy being approved by the Board? Yes it is signed by the CEO.
Is yes, has it been signed by MD/ owner/
CEO/appropriate Board Director?
5 Does the company have a specified The implementation and adherence to the Code of Conduct for
committee of the Board/Director/Official to employees is overseen by the human resource department. The
oversee the implementation of the policy? Corporate Social Responsibility Policy is administered by the CSR
Committee in line with requirements of the Companies Act, 2013.
The CEO is responsible for the implementation of Environment
Health and Safety (EHS) policy/ies.
6 Indicate the link for the policy to be viewed All employee related policies are uploaded on the intranet
online? portal of the Company for communication and implementation.
Certain policies are uploaded on the Company’s website
www.kokuyocamlin.com.
7 Has the policy been formally Policies are communicated to all relevant stakeholders through
Communicated to all relevant internal and Company website, meetings, emails, annual report, etc.
external stakeholders?
8 Does the company have in house structure Yes
to implement the policy/policies
9 Does the Company have a grievance Yes
redressal mechanism related to the
policy/policies to address Stakeholders’
grievances related to the policy/policies?
10 Has the company carried out independent It is carried out wherever applicable.
audit/ evaluation of the working of this
policy by an internal or external agency?

(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)

No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1 The company has not understood the Principles.
2 The company is not at a stage where it finds itself in NOT APPLICABLE
a position to formulate and implement the policies
on specified principles.
3 The company does not have financial or manpower
resources available for the task.
4 It is planned to be done within next 6 months.
5 It is planned to be done within the next 1 year.
6 Any other reason (please specify).

62
 Annual Report - 2021-22
Business Responsibility Report (Contd.)
3. Governance related to BR
Business responsibility performance will be reviewed,
at least annually, by the Board. The BR report is part of
Annual report and will be published annually. The Annual
report is available on the Company’s website: www.
kokuyocamlin.com
SECTION E: PRINCIPLE-WISE PERFORMANCE
Principle 1: Businesses should conduct and govern
themselves with ethics, transparency and accountability:
The composition of the Board of Directors of the company
is governed by the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. As
on March 31, 2022, the Company has 8 directors on its board
(including the Chairman), of which 4 are independent, 3 are
non-executive non-independent Directors and 1 is Executive
non-independent.
The Board along with its Committees provides leadership
and strategic guidance to the Company’s management while
discharging its fiduciary responsibilities thereby ensuring
that the management adheres to high standards of ethics,
transparency and disclosures. The Board’s objective is to create
sustainable value for all stakeholders, provide vision to the
Company and oversee implementation of the Board’s decisions.
To ensure accountability and monitoring, the Board has
constituted various committees such as: Audit Committee,
Remuneration & Nomination Committee, Corporate Social
Responsibility (CSR) Committee, Stakeholders’ Relationship
Committee and Risk Management Committee. The committees
meet periodically during the year to review performance and
advice on the necessary direction to be taken.
The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations. The
Company, in order to maintain these standards has adopted
the ‘Code of Conduct’, which lays down the principles and
standards that should govern the actions of the employees in
the course of conduct of business of the Company.
The Company has a ‘Whistle Blower policy’ which protects
employees wishing to raise a concern about serious
irregularities within the Company.
1. Does the policy relating to ethics, bribery and corruption
cover only the company? Yes/No. Does it extend to the
Group/Joint Ventures/ Suppliers/Contractors/NGOs /
Others?
63
 KOKUYO CAMLIN LIMITED
Corporate Overview
The Company’s Policy on ethics, bribery and corruption
includes within its ambit all the employees, at all levels
and grades, as also the Directors on the Board. The
efficacy and performance of the Company’s Whistle
Blower Policy and Code of Ethics are reviewed by the
Audit Committee of the Board.
The existing Code of Conduct for Board Members
Statutory Reports
and senior management executives covers only the
Company.
2. How many stakeholder complaints have been received
in the past financial year and what percentage was
satisfactorily resolved by the management? If so,
provide details thereof, in about 50 words or so.
Stakeholders Complaints Complaints %
received resolved
Financial Statements
Investors complaints 2 2 50%
Consumers 147 146 99.32%
complaints
Total 149 148 99.33%
Principle 2: Businesses should provide goods and services
that are safe and contribute to sustainability throughout
their life cycle:
The Company as always continues to believe and incorporate
environment friendly initiatives and business practices in its
operations. We take best efforts to ensure that our products do
not cause any environmental concern or risk. While designing
the product the company ensures that it is safe while using.
From sourcing of raw material to the technology we use at our
plants we are ensuring that our manufacturing process and
technologies are resource efficient and sustainable. We treat
the process waste by in house treatment plants and follow
safe disposal procedures.
Principle 3: Businesses should promote the well-being of all
employees:
Employee’s safety and health is extremely important to us.
The Company believes that giving its employees ample
opportunities to perform increases the engagement levels and
is vital to achieve a profitable growth. The Company provides
its people with a safe working environment, respecting their
human rights, promotes their professional development and
creates an inclusive work environment. Human Resource
policies and benefits have been articulated in the ‘HR Policy
Manual’. The manual defines eligibility, entitlement, terms &
conditions and associated documentation for each policy.
Business Responsibility Report (Contd.)
The Company ensures that every woman employee is treated
with dignity, respect and equality. There is zero tolerance
towards sexual harassment and any act of sexual harassment
invites serious disciplinary action.
The Company has established a policy against Sexual
Harassment for its employees. The policy allows any employee
to freely report any such act and prompt action is taken
thereon. The Company has strengthened its performance-
driven orientation. The Company contributes to the medical
insurance of its employees and their immediate family
members and also organizes health check-ups and camps for
employees. It is deeply committed to safety of its employees
at workplace.
During the year, the Company had organized vaccination drive
for all the head office and factory employees. All the field
employees were provided with masks and sanitizers. All the
COVID-19 related measures and protocols were implemented
at the factory locations and head office.
Safety and skill upgradation programs are provided from time
to time to the employees and over a period of time most of
the employees are covered under such programs. Employees
are encouraged to participate in safety programs and be
acquainted with the safety measures. It regularly organizes
mock fire drills and fire safety training classes at all its
locations.
As on 31st March 2022, the total number of permanent
employees on the payroll of the Company were 1105 and the
total number of employees hired on Temporary/ contractual/
casual basis/third Party Sales employee were 1552 and there
are 2 permanent employees with disability. The permanent
women employees were 65. All factory workers at our unit in
Tarapur are members of recognized labour union.
The details of complaints filed during the financial year are as
under:
No Category No of No of
complaints complaints
filed during pending as on
the end of
financial the financial
year year
1 Child labor/forced Nil Nil
labor/involuntary labor
2 Sexual harassment 1 Nil
3 Discriminatory employment Nil Nil
64
Principle 4: Business should respect the interests of, and be
responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalized
The Company has identified its internal and external
stakeholders and endeavors to maintain healthy engagement
with these stakeholders which allows participation and
collaboration wherever possible. Company recognises
employees, business associates viz suppliers, stockists and
dealers, customers, shareholders/investors and communities
surrounding our operations and regulatory authorities as key
stakeholders.
The Company’s website, www.kokuyocamlin.com contains
comprehensive information for the stakeholders about
the Company. The Company also has designated an
exclusive email-id for investor services – investorrelations@
kokuyocamlin.com. While developing our CSR strategy we
have ensured that all communities benefit from our CSR
activities, with special focus on those groups that are socially
and economically marginalized.
Principle 5: Businesses should respect and promote human
rights:
The Code of conduct is applicable to all employees of the
company. The Company follows its policy on Human Rights
which are applicable to all employees in the Company. We do
not discriminate against any team member or applicant for
employment on the basis of nationality, race, colour, religion,
caste, gender, gender identity/expression, sexual orientation,
disability, age, or marital status.
The Company encourages its Business Partners to follow
similar policy. Company discourages dealing with any supplier/
contractor if it is in violation of human rights and also prohibits
the use of forced or child labor at all manufacturing units /
with business associates. If the company finds any supplier/
contractor employing child labour the company discontinues
its engagement with the said supplier/contractor.
No complaint was received pertaining to human rights
violation during the reporting period.
Principle 6: Businesses should respect, protect and make
efforts to restore the environment:
We are continually investing in new technologies, implementing
process improvements and innovating. There are continuous
efforts for devising and implementing strategies for managing
environmental risks.
 Annual Report - 2021-22
Business Responsibility Report (Contd.)
EHS Policy of the Company and processes have been deployed
to continually improve the environmental performance. The
said policy has been deployed across the Company. Company
has three manufacturing units across India. It has Integrated
Management system certification i.e. ISO 9001, 14000
and 45000, which covers quality, environment and safety
management system .The policy covers only to our plants in
India.
Global warming is one of the threat for mankind. The philosophy
governing the factories and its operations is ‘Reduce, Recycle
& Re use’. Our Goal is Zero accident, Zero waste & Zero defect
and to have a safe and secure environment for employees.”
Some of our steps are:
(a) We are using polymers for our stationery products, and
recycling maximum material which gets released as
waste.
(b) All our ETP/ STP plants are ZLD i.e. zero liquid discharge
and we are using the treated effluent for garden, Utilities
and Processes.
(c) The Company is using the best of rainwater harvesting
practices within the industry premises to ensure ground
water recharge. The Patalganga factory has a 50
Lacs Liter Open water storage pond. The rainwater is
collected in the pond and excess is then transferred to a
stream and thereafter to the river in Patalganga.
(d) Every factory is having LED lights to reduce the power
consumption.
(e) We have solar water heating system which is used
for processing in production of certain goods. It has
replaced the electrical heating partially.
(f) The Patalganga Plant is having 564 KWp solar power
generation plant to reduce carbon footprints and 500
KWp solar power plant is under installation at Tarapur
factory.
The Company makes all efforts to identify environment
aspects and manage its environmental impacts and
continually improve its environmental performance, driven
by our Environment Health & Safety Policy. All manufacturing
plants in India are certified to ISO 14001:2015 – Environment
Management System & ISO 45001:2018 – Occupational
Health & Safety Management System. As part of EMS
implementation, potential environmental risks are identified
65
 KOKUYO CAMLIN LIMITED
Corporate Overview
and appropriate mitigation strategies to reduce the risk are in
place
We do not have any project under Clean Development
Mechanism (CDM).
We have solar plant of 564 KW, capacity, which generates 600
Tons CO2 emission saving /year.
Statutory Reports
For emission generation, we have one non IBR boiler in which
all the emission norms are followed as per MPCB guideline.
1. Has the company undertaken any other initiatives on–
clean technology, energy efficiency, renewable energy, etc.
Y/N. If yes, please give hyperlink for web page etc.
● Clean Technology: We are utilizing maximum day light
in our factory and have installed solar power plant and
Solar water heating system to conserve energy.
Financial Statements
● Energy Conservation: Energy efficiency is improved by
replacing high power consuming motors with Servo
based motors. All lightings are LED and we have proper
energy monitoring systems which checks for any
abnormality during the day.
● Reduction in water use: We have been able to reduce
our water usage by fully recycling the treated water. We
have 50 Lakh Litre rain water harvesting pond. This also
improves the water density across area.
● Reduce food waste: We have educated all the employees
for reducing the food wastage. All the garden waste and
food waste is used as compost for improving Green
area.
● Awareness Program: Safety week is the biggest
event in our plants which creates the awareness on
environment, safety, health. Many programs such as
Drawing Competition, Slogan Competition, etc. are also
held.
● Plantations: Every year all factories undertake plantation
drives to increase green area in and around our factories.
Under the heading of IDEAL SCHOOL PROJECT we are
monitoring the tree plantation drive and around 5000
saplings are planted per year.
All our manufacturing Plants comply with the prescribed
permissible limits for air emissions, effluent quality and
discharge, solid and hazardous waste generation and disposal
as per their Regulatory Consents/Authorizations.
Business Responsibility Report (Contd.)
As on 31 March, 2022, there is no pending show cause or
legal notice received from MPCB/CPCB, to the best of the
Company’s knowledge and understanding.
Tarapur Environment Protection Society (TEPS) has issued
demand notice to all the industries in Tarapur related to
non-standard operations of Central Effluent Treatment Plant
(CETP) as the inlet effluent quality was out of specification. We
have received notice for two units for `11.25 Lakhs and `2.60
Lakhs. As we are zero liquid discharge Company, we have
objected this claim by submitting our reply to TEPS. No further
communication has been received in this regard.
Principle 7: Business when engaged in influencing Public
and Regulatory Policy, should do so in a responsible manner:
Company is the member of several Industry bodies and trade
Associations like Federation of Indian Chamber of Commerce
and Industries (FICCI), Indian Merchants Chamber (IMC),
Tarapur Industrial Manufacturer Association (TIMA) and such
other trade bodies.
Being an industry-house, our major areas of concern are
those public policies which deals with industry/business.
Therefore, our interactions are related to economic policy
changes and other issues, which affect the sustainability and
competitiveness of the industry.
These platforms are utilized to update the industry concerns to
the relevant government offices through seminars, delegations
and memorandum. Through these forums, we also provide
our inputs sought by the State & Central Governments from
time to time related to current problems faced by the industry,
future prospects and policy imperatives required to overcome
bottlenecks.
These forums are used to advance the cause of the industry
and are not used to take up company specific issues.
Principle 8 Businesses should support inclusive growth and
equitable development:
The Company undertakes initiatives through the CSR
committee of the Board as per the CSR policy of the Company.
A brief outline of the policy for undertaking the CSR activities
of the Company includes the following:
● Promoting healthcare, water and sanitation
programmes;
66
● Promoting education, enhancing vocational skills and
livelihood enhancement projects;
● Contribution to the Prime Minister’s National Relief Fund
or any other Fund set up by the Central Government.
These projects are in accordance with schedule VII of the
Companies Act, 2013 and rules made thereunder.
The aforesaid projects have been carried out by the Company
directly and/or through implementing agencies.
The details can be found in Annexure-C of the Directors Report.
In several locations the Company continuously engages with
communities surrounding it’s factories and operations. This
is done to gauge the needs, priorities and expectations of the
local community. Initiatives are thus designed and delivered in
a transparent manner in line with inputs from the community
itself. This is done to ensure continuity even if the Company is
unable to support the programme in the future. This ensures
successful adoption by communities to the extent possible.
Principle 9 Businesses should engage with and provide value
to their customers and consumers in a responsible manner:
Understanding our customer is the key to adding value. We try to
understand what drives value for our customers and offer best
quality products with a prime focus of developing memorable
customer experience. We take care of the wellbeing of our
customers as well as the society. We take care of environment
and implement practices that do not harm our society. We
consistently work to improve customer satisfaction. We
deliver value proactively by anticipating changes in customer’s
desired needs. We disclose all the information on our labels
in compliance with the legal requirements and let customers
make an informed decision. There is no case pending against
the company regarding unfair trade practice As part of our
stakeholder engagement strategy, Company engages with
its customers and carries consumer surveys for different
products every year to know the customer satisfaction level
so that necessary steps may be taken to enhance customer
satisfaction levels. Our marketing team routinely carries out
these surveys and gives inputs to business on taking remedial
action, if required.
 Annual Report - 2021-22
Independent Auditors’ Report
To the Members of
Kokuyo Camlin Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Kokuyo Camlin
Limited (“the Company”), which comprise the balance
sheet as at 31 March 2022, and the statement of profit and
loss (including other comprehensive income), statement of
changes in equity and statement of cash flows for the year
then ended, and notes to the financial statements, including
a summary of the significant accounting policies and other
explanatory information.
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial
statements give the information required by the Companies
Act, 2013 (“Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at
31 March 2022, and loss and other comprehensive income,
changes in equity and its cash flows for the year ended on that
date.
Description of Key Audit Matter
The key audit matter
Revenue recognition
(refer note 3.01 and 43 – to the financial statements)
Revenue from the sale of goods is recognised when the
control of the goods has passed to the customers, which is
on dispatch/delivery of the goods. There is a risk that revenue
may be overstated throughout the year and as at the year end
to achieve performance targets.
Revenue is measured net of discounts, incentives and Ÿ
rebates earned by customers on the Company’s sales. The
estimation of discounts, incentives and rebates is significant
and considered to be complex and requires significant degree
of judgment. There is a risk that revenue may be overstated
Ÿ Tests of details:
through incorrect estimation of the discounts, incentives
and rebates recognised to achieve performance targets
throughout the year and as at the year end.
Accordingly, revenue recognition is a key audit matter.
67
 KOKUYO CAMLIN LIMITED
Corporate Overview
Basis for Opinion
We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs are further described in
the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of
the Company in accordance with the Code of Ethics issued
Statutory Reports
by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and
the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion on the financial statements.
Key Audit Matters
Financial Statements
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
How the matter was addressed in our audit
Our audit procedures included the following:
Ÿ Accounting policies: Assessed the Company’s
accounting policies with respect to revenue recognition,
discounts, incentives and rebates by comparing with
applicable accounting standards.
Control testing: Tested the design, implementation and
operating effectiveness of the Company’s controls over
recording revenue and estimating and recording the
amount of provisions for schemes and discounts.
Tested, by selecting statistical samples, underlying
documentation/records for sales transactions recorded
throughout the year and as at year end to determine
whether revenue has been recognised in the correct
period.
Independent Auditors’ Report (Continued)

The key audit matter How the matter was addressed in our audit
Tested, by selecting statistical samples, the underlying
documentation for discounts, incentives and rebates
recorded and disbursed during the year.

Assessed the Company’s computations for accrual of

discounts, incentives and rebates, on a sample basis,
and compared the accruals made with the approved
schemes and underlying documents.

Assessed manual journals posted to revenue to identify

unusual or irregular items.

Compared past trends of payments and reversals of

provisions for discounts, incentives and rebates to
evaluate the historical accuracy of provisions made.
Provisioning for slow moving inventory Our audit procedures included the following:
(refer note 09 – to the financial statements)
Ÿ Accounting policies: Assessed the Company’s
The Company makes provisions for slow moving / non- accounting policies for inventory provisioning.
moving inventories based on certain specific percentages
Ÿ Control testing: Tested the effectiveness of the
assigned to the inventory ageing. The Company also makes
Company’s controls over the assessment and recording
specific provisions for slow moving items. Due to the
of slow moving inventory provision.
significant number of stock keeping units (SKUs) in the various
categories of inventories, significant judgment is required by Ÿ Tests of details:
the Company in determining the inventory provisioning.
There is a risk that inventory may be overstated on account of Tested the sales of slow moving inventory during the period
inappropriate provisioning for non-moving inventories. and assessed the Company’s plans for future disposal of
such stocks.
Accordingly, provisioning for inventory is a key audit matter.
Tested the estimated future sales values, less estimated costs
to sell against the carrying value of the inventories.

Compared the historical trend of Company’s estimates

against actual outcomes to assess the impact of provision of
slow moving inventory.

Tested the inventory written off against the provisions

recorded.

Ÿ Considered the adequacy of the Company’s disclosures

in respect of provisions for inventory.

Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Company’s annual report, but does not include the financial statements and our auditors’ report
thereon.

68
 Annual Report - 2021-22
Independent Auditors’ Report (Continued)
Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.
Management’s and Board of Directors’ Responsibility for the
Financial Statements
The Company’s Management and Board of Directors are
responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements
that give a true and fair view of the state of affairs, profit/
loss and other comprehensive income, changes in equity
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls that were
operating effectively for ensuring accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Management
and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.
69
 KOKUYO CAMLIN LIMITED
Corporate Overview
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
Statutory Reports
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
Financial Statements
Ÿ Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
Ÿ Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to financial statements
in place and the operating effectiveness of such controls.
Ÿ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures in the financial statements
made by the Management and Board of Directors.
Ÿ Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If
Independent Auditors’ Report (Continued)

we conclude that a material uncertainty exists, we are a) We have sought and obtained all the
required to draw attention in our auditor’s report to the information and explanations which to
related disclosures in the financial statements or, if such the best of our knowledge and belief were
disclosures are inadequate, to modify our opinion. Our necessary for the purposes of our audit.
conclusions are based on the audit evidence obtained
b) In our opinion, proper books of account
up to the date of our auditor’s report. However, future
as required by law have been kept by the
events or conditions may cause the Company to cease
Company so far as it appears from our
to continue as a going concern.
examination of those books.
Ÿ Evaluate the overall presentation, structure and content
c) The balance sheet, the statement of profit
of the financial statements, including the disclosures,
and loss (including other comprehensive
and whether the financial statements represent the
income), the statement of changes in equity
underlying transactions and events in a manner that
and the statement of cash flows dealt with
achieves fair presentation.
by this Report are in agreement with the
We communicate with those charged with governance books of account.
regarding, among other matters, the planned scope and
d) In our opinion, the aforesaid financial
timing of the audit and significant audit findings, including
statements comply with the Ind AS specified
any significant deficiencies in internal control that we identify
under section 133 of the Act.
during our audit.
e) On the basis of the written representations
We also provide those charged with governance with a
received from the directors as on 31
statement that we have complied with relevant ethical
March 2022 taken on record by the Board
requirements regarding independence, and to communicate
of Directors, none of the directors is
with them all relationships and other matters that may
disqualified as on 31 March 2022 from
reasonably be thought to bear on our independence, and
being appointed as a director in terms of
where applicable, related safeguards.
Section 164(2) of the Act.
From the matters communicated with those charged with
f) With respect to the adequacy of the internal
governance, we determine those matters that were of most
financial controls with reference to financial
significance in the audit of the financial statements of the
statements of the Company and the
current period and are therefore the key audit matters. We
operating effectiveness of such controls,
describe these matters in our auditors’ report unless law or
refer to our separate Report in “Annexure B”.
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a (B) With respect to the other matters to be included in
matter should not be communicated in our report because the Auditors’ Report in accordance with Rule 11 of
the adverse consequences of doing so would reasonably the Companies (Audit and Auditors) Rules, 2014,
be expected to outweigh the public interest benefits of such in our opinion and to the best of our information
communication. and according to the explanations given to us:

Report on Other Legal and Regulatory Requirements a) The Company has disclosed the impact
of pending litigations as at 31 March 2022
1. As required by the Companies (Auditors’ Report) Order,
on its financial position in its financial
2020 (“the Order”) issued by the Central Government of
statements - Refer Note 31 to the financial
India in terms of section 143 (11) of the Act, we give in
statements;
the “Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable. b) The Company has made provision,
as required under the applicable law
2. (A) As required by Section 143(3) of the Act, we report
or accounting standards, for material
that:

70
 Annual Report - 2021-22
Independent Auditors’ Report (Continued)
foreseeable losses, if any, on long-term
contracts including derivative contracts –
Refer Note 41 to the financial statements;
c) There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company; and
d) (i) As explained in Note 46 to the financial
statements, the management has
represented that, to the best of its
knowledge and belief, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other persons or entities, including
foreign entities (“Intermediaries”),
with the understanding, whether
recorded in writing or otherwise, that
the Intermediary shall:
Ÿ directly or indirectly lend
or invest in other persons
or entities identified in any
manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf
of the Company or
Ÿ provide any guarantee, security
or the like to or on behalf of the
Ultimate Beneficiaries.
(ii) As explained in Note 46 to the financial
statements, the management has
represented, that, to the best of its
knowledge and belief, no funds have
been received by the Company from
any persons or entities, including
foreign entities (“Funding Parties”),
with the understanding, whether
recorded in writing or otherwise, that
the Company shall:
71
 KOKUYO CAMLIN LIMITED
Corporate Overview
Ÿ directly or indirectly, lend
or invest in other persons
or entities identified in any
manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf
of the Funding Party or
Ÿ provide any guarantee, security
Statutory Reports
or the like from or on behalf of
the Ultimate Beneficiaries.
(iii) Based on such audit procedures
as considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(d) (i) and (d) (ii) contain any material
Financial Statements
mis-statement.
e) The Company has neither declared nor paid
any dividend during the year.
(C) With respect to the matter to be included in the
Auditors’ Report under Section 197(16) of the Act:
In our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are
required to be commented upon by us.
 For B S R & Co. LLP
 Chartered Accountants
 Firm’s Registration No.101248W/W-100022
 Vijay Mathur
Place: Mumbai Partner
Date: 06 May 2022 Membership No. 046476
 UDIN: 22046476AIMYPB7647
Annexure A to the Independent Auditors’ report on the financial
statements of Kokuyo Camlin Limited for the year ended
31 March 2022
(Referred to in our report of even date)
(i) (a) (A) The Company has maintained proper
records showing full particulars, including
quantitative details and situation of
Property, Plant and Equipment.
(a) (B) The Company has maintained proper
records showing full particulars of intangible
assets.
(b) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the Company
has a regular programme of physical verification
of its Property, Plant and Equipment by which
all Property, Plant and Equipment are verified by
the management over one year. In accordance
with this programme, all property, plant and
equipment were physically verified during the
year. In our opinion, this periodicity of physical
verification is reasonable having regard to the size
of the Company and the nature of its assets. No
discrepancies were noticed on such verification.
(c) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the title deeds
of immovable properties (other than immovable
properties where the Company is the lessee and
the lease agreements are duly executed in favour
of the lessee) disclosed in the financial statements
are held in the name of the Company.
(d) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the Company has
not revalued its Property, Plant and Equipment
(including Right of Use assets) or intangible
assets or both during the year.
(e) According to information and explanations given
to us and on the basis of our examination of the
records of the Company, there are no proceedings
initiated or pending against the Company for
holding any benami property under the Prohibition
of Benami Property Transactions Act, 1988 and
rules made thereunder.
72
(ii) (a) The inventory, except goods-in-transit and stocks
lying with third parties, has been physically verified
by the management during the year. For stocks
lying with third parties at the year-end, written
confirmations have been obtained and for goods-
in-transit subsequent evidence of receipts has
been linked with inventory records. In our opinion,
the frequency of such verification is reasonable
and procedures and coverage as followed by
management were appropriate. No discrepancies
were noticed on verification between the physical
stocks and the book records that were more than
10% in the aggregate of each class of inventory.
(b) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the Company has
not been sanctioned any working capital limits
in excess of five crore rupees in aggregate from
banks and financial institutions on the basis of
security of current assets at any point of time of
the year. Accordingly, clause 3(ii)(b) of the Order is
not applicable to the Company.
(iii) According to the information and explanations given to us
and on the basis of our examination of the records of the
Company, the Company has not made any investments,
provided guarantee or security or granted any loans or
advances in the nature of loans, secured or unsecured,
to companies, firms, limited liability partnerships or any
other parties during the year. Accordingly, provisions of
clauses 3(iii)(a) to 3(iii)(f) of the Order are not applicable
to the Company.
(iv) According to the information and explanations given to
us and on the basis of our examination of the records
of the Company, the Company has not given any loans,
or provided any guarantee or security as specified
under Section 185 and 186 of the Companies Act, 2013
(“the Act”). In respect of the investments made by the
Company, in our opinion the provisions of Section 186
of the Act have been complied with.
(v) The Company has not accepted any deposits or
amounts which are deemed to be deposits from the
public. Accordingly, clause 3(v) of the Order is not
applicable.
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Annexure A to the Independent Auditors’ Report on financial statements (Continued)

(vi) According to the information and explanations given
to us, the Central Government has not prescribed the
maintenance of cost records under Section 148(1) of the
Companies Act, 2013 for the products manufactured by
it. Accordingly, clause 3(vi) of the Order is not applicable.
(vii) (a) The Company does not have liability in respect of
Service tax, Duty of excise, Sales tax and Value
Corporate Overview
the company with the appropriate authorities
though there have been slight delays in a few
cases.
According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, no undisputed
amounts payable in respect of Goods and

added tax during the year since effective 1 July
2017, these statutory dues has been subsumed
into GST.
According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, in our opinion
amounts deducted / accrued in the books of
account in respect of undisputed statutory
dues including Goods and Services Tax (‘GST’),
Statutory Reports
Services Tax (‘GST’), Provident fund, Employees’
State Insurance, Income-Tax, Duty of Customs,
Cess and other statutory dues were in arrears as
at 31 March 2022 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations
given to us, there are no dues relating to Goods and
Services Tax (‘GST’), Provident fund, Employees’
State Insurance, Income-Tax, Duty of Customs,

Financial Statements
Provident fund, Employees’ State Insurance, Cess and other statutory dues which have not
Income-Tax, Duty of Customs, Cess and other been deposited with appropriate authorities on
statutory dues have been regularly deposited by account of any dispute, except as follows:

Name of the Statute Nature of dues Amount Amount Period to which the Forum where dispute is
Demanded Paid ` in amount relates pending
` in lakhs lakhs
The Income tax Act, Income tax 2,026.25 - AY 2018-19 CIT (Appeals)
1961
Central Excise Act, Excise duty (including 53.60 32.97 1990-95 Mumbai High court
1944 Interest and penalty, if
applicable)
Central Excise Act, Excise duty (including 9.05 - Jan 1991 to June The Customs, Excise and
1944 Interest and penalty, if 1991 Service Tax Appellate
applicable) Tribunal (CESTAT)

Central Sales Tax Act, Sales tax (including 827.57 204.12 1995-96, First Appellate
1956 and Local Sales interest and penalty, if 1998-99 to 2001-02,
Tax Act applicable) 2004-05 to 2005-06,
2007-08,
2009-10 to 2013-14,
2014-15 to 2018-19
Central Sales Tax Act, Sales tax (including 39.70 37.92 1996-97, 1997-98, Sales Tax– Tribunal
1956 and Local Sales interest and penalty, if 2001-02, 2005-06,
Tax Act applicable) 2006-07, 2007-08,
2008-09

73
Annexure A to the Independent Auditors’ Report on financial statements (Continued)
Name of the Statute Nature of dues Amount Amount Period to which the
Demanded Paid ` in amount relates
` in lakhs lakhs
Central Sales Tax Act, Sales tax (including 1.17
1956 and Local Sales interest
Tax Act and penalty, if applicable)
Goods and Service Goods and Service Tax 2.92
Tax Act, 2017 Act
Customs Act 1962 Customs Duty (including 73.83
interest and penalty, if
applicable)
(viii) According to the information and explanations given to us
and on the basis of our examination of the records of the
Company, the Company has not surrendered or disclosed
any transactions, previously unrecorded as income in
the books of account, in the tax assessments under the
Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations
given to us and on the basis of our examination of
the records of the Company, the Company has not
defaulted in repayment of loans and borrowing or
in the payment of interest thereon to any lender.
(b) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the Company has
not been declared a wilful defaulter by any bank or
financial institution or government or government
authority.
(c) According to the information and explanations
given to us by the management, the Company
has not obtained any term loans during the year.
Accordingly, clause 3(ix)(c) of the Order is not
applicable.
(d) According to the information and explanations
given to us and on an overall examination of the
balance sheet of the company, we report that no
funds raised on short-term basis have been used
for long-term purposes by the Company.
(e) The Company does not hold any investment in
any subsidiary, associate or joint venture (as
defined under the Act) during the year ended 31
March 2022. Accordingly, clause 3(ix)(e) is not
applicable.
74
Forum where dispute is
pending
- 2016-17 Assessing officer
0.67 2018-19 First Appellate
- 2017-18 to 2020-21 The Commissioner of
Customs
(f) According to the information and explanations given
to us and procedures performed by us, we report
that the Company does not hold any investment in
any subsidiary, associate or joint venture (as defined
under the Act) during the year ended 31 March 2022.
Accordingly, clause 3(ix)(f) is not applicable.
(x) (a) The Company has not raised any moneys by
way of initial public offer or further public offer
(including debt instruments) Accordingly, clause
3(x)(a) of the Order is not applicable.
(b) According to the information and explanations
given to us and on the basis of our examination
of the records of the Company, the Company has
not made any preferential allotment or private
placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause
3(x)(b) of the Order is not applicable.
(xi) (a) Based on examination of the books and records
of the Company and according to the information
and explanations given to us, considering the
principles of materiality outlined in Standards on
Auditing, we report that no fraud by the Company
or on the Company has been noticed or reported
during the course of the audit.
(b) According to the information and explanations
given to us, no report under sub-section (12)
of Section 143 of the Act has been filed by the
auditors in Form ADT-4 as prescribed under Rule
13 of the Companies (Audit and Auditors) Rules,
2014 with the Central Government.
(c) We have taken into consideration the whistle
blower complaints received by the Company
 Annual Report - 2021-22
Annexure A to the Independent Auditors’ Report on financial statements (Continued)
during the year while determining the nature,
timing and extent of our audit procedures.
(xii) According to the information and explanations given to us,
the Company is not a Nidhi Company. Accordingly, clause
3(xii)(a), 3(xii) (b) and 3(xii) (c) of the Order is not applicable.
(xiii) In our opinion and according to the information and
explanations given to us, the transactions with related
parties are in compliance with Section 177 and 188
of the Companies Act, 2013, where applicable, and
the details of the related party transactions have been
disclosed in the financial statements as required by the
applicable accounting standards.
(xiv) (a) Based on information and explanations provided
to us and our audit procedures, in our opinion,
the Company has an internal audit system
commensurate with the size and nature of its
business.
(b) We have considered the internal audit reports of
the Company issued till date for the period under
audit.
(xv) In our opinion and according to the information and
explanations given to us, the Company has not entered
into any non-cash transactions with its directors or
persons connected to its directors and hence, provisions
of Section 192 of the Companies Act, 2013 are not
applicable to the Company.
(xvi) (a) The Company is not required to be registered
under Section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, clause 3(xvi)(a) of the
Order is not applicable.
(b) The Company is not required to be registered
under Section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, clause 3(xvi)(b) of the
Order is not applicable.
(c) The Company is not a Core Investment Company
(CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, clause 3(xvi)
(c) of the Order is not applicable.
(d) The Company is not part of any group as per the
provisions of the Core Investment Companies
(Reserve Bank) Directions, 2016 as amended.
Accordingly, the requirements of clause 3(xvi)(d)
are not applicable.
75
 KOKUYO CAMLIN LIMITED
Corporate Overview
(xvii) The Company has not incurred cash losses in the
current and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors
during the year. Accordingly, clause 3(xviii) of the Order
is not applicable.
(xix) According to the information and explanations given
Statutory Reports
to us and on the basis of the financial ratios, ageing
and expected dates of realisation of financial assets
and payment of financial liabilities, other information
accompanying the financial statements, our knowledge
of the Board of Directors and management plans and
based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which
causes us to believe that any material uncertainty exists as
on the date of the audit report that Company is not capable
of meeting its liabilities existing at the date of balance
Financial Statements
sheet as and when they fall due within a period of one year
from the balance sheet date. We, however, state that this is
not an assurance as to the future viability of the Company.
We further state that our reporting is based on the facts
up to the date of the audit report and we neither give any
guarantee nor any assurance that all liabilities falling due
within a period of one year from the balance sheet date, will
get discharged by the Company as and when they fall due.
(xx) (a) In our opinion and according to the information
and explanations given to us, there is no unspent
amount under sub-section (5) of section 135 of
the Companies Act, 2013 pursuant to other than
ongoing projects. Accordingly, clauses 3(xx)(a) of
the Order are not applicable.
(b) In our opinion and according to the information
and explanations given to us, there is no unspent
amount under sub-section (5) of section 135 of
the Companies Act, 2013 pursuant to any ongoing
project. Accordingly, clause 3(xx)(b) of the Order is
not applicable.
 For B S R & Co. LLP
 Chartered Accountants
 Firm’s Registration No.101248W/W-100022
 Vijay Mathur
Place: Mumbai Partner
Date: 06 May 2022 Membership No. 046476
 ICAI UDIN: 22046476AIMYPB7647
Annexure B to the Independent Auditors’ report on the financial
statements of Kokuyo Camlin Limited for the year ended 31
March 2022
Report on the internal financial controls with reference to
the aforesaid financial statements under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph 2(A)(f) under ‘Report on Other
Legal and Regulatory Requirements’ section of our report of
even date)
Opinion
We have audited the internal financial controls with reference
to financial statements of Kokuyo Camlin Limited (“the
Company”) as of 31 March 2022 in conjunction with our audit
of the financial statements of the Company for the year ended
on that date.
In our opinion, the Company has, in all material respects,
adequate internal financial controls with reference to financial
statements and such internal financial controls were operating
effectively as at 31 March 2022, based on the internal
financial controls with reference to financial statements
criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India (the
“Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are
responsible for establishing and maintaining internal financial
controls based on the internal financial controls with reference
to financial statements criteria established by the Company
considering the essential components of internal control
stated in the Guidance Note. These responsibilities include
the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as
required under the Companies Act, 2013 (hereinafter referred
to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s
internal financial controls with reference to financial statements
76
based on our audit. We conducted our audit in accordance with
the Guidance Note and the Standards on Auditing, prescribed
under section 143(10) of the Act, to the extent applicable
to an audit of internal financial controls with reference to
financial statements. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference
to financial statements were established and maintained
and whether such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial controls
with reference to financial statements and their operating
effectiveness. Our audit of internal financial controls with
reference to financial statements included obtaining an
understanding of such internal financial controls, assessing
the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls with
reference to financial statements.
Meaning of Internal Financial controls with Reference to
Financial Statements
A company’s internal financial controls with reference
to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles. A company’s internal financial controls
with reference to financial statements include those policies
and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED
are being made only in accordance with authorisations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of
the company’s assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial controls with
Reference to Financial Statements
Because of the inherent limitations of internal financial
controls with reference to financial statements, including the
possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
77
Corporate Overview
evaluation of the internal financial controls with reference to
financial statements to future periods are subject to the risk
that the internal financial controls with reference to financial
statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Statutory Reports
 For B S R & Co. LLP
 Chartered Accountants
 Firm’s Registration No.101248W/W-100022
 Vijay Mathur
Place: Mumbai Partner
Date: 06 May 2022 Membership No. 046476
ICAI UDIN: 22046476AIMYPB7647
Financial Statements
Balance Sheet
as at 31 March 2022

(Currency : Indian Rupees in Lakhs)

Note 31 March 2022 31 March 2021
No.
A Assets
1 Non-current assets
(a) (i) Property, plant and equipment 4 12,740.79 14,373.87
(ii) Right of use asset 4 1,920.92 1,969.21
(b) Investment property 5 2.73 2.73
(c) (i) Other intangible assets 4 229.42 158.63
(ii) Other intangible assets under development 4 66.50 38.68
(d) Financial assets
(i) Investments 6 1,369.81 1,369.07
(ii) Other financial assets 7 265.69 304.52
(e) Income tax assets (net) 365.32 354.29
(f) Other non-current assets 8 149.68 105.92
Total non - current assets (A) 17,110.86 18,676.92
2 Current Assets
(a) Inventories 9 12,703.69 12,707.59
(b) Financial assets
(i) Trade receivables 10 5,943.87 5,114.67
(ii) Cash and cash equivalents 11 700.56 670.90
(iii) Bank balances other than (ii) above 12 25.03 34.53
(c) Other current assets 14 2,035.85 1,823.96
(d) Assets held for sale 4 346.04 -
Total current assets (B) 21,755.04 20,351.65
TOTAL ASSETS (A + B) 38,865.90 39,028.57
B EQUITY AND LIABILITIES
1 Equity
(a) Equity share capital 15 1,003.04 1,003.04
(b) Other equity 16 22,937.01 23,351.92
Total equity (C) 23,940.05 24,354.96
2 Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 17 592.97 1,342.76
(ia) Lease liabilities 37 0.72 0.78
(ii) Other financial liabilities 18 2.31 112.62
(b) Provisions 19 564.55 557.06
Total Non - current liabilities (D) 1,160.55 2,013.22
Current liabilities
(a) Financial Liabilities
(i) Short term borrowings 20 6,454.22 6,481.00
(ia) Lease liabilities 37 0.05 0.08
(ii) Trade payables 21
total outstanding dues of micro enterprises and small enterprises 157.73 11.39
total outstanding dues of creditors other than micro enterprises and small 4,597.35 3,800.03
enterprises
(iii) Other financial liabilities 22 1,707.33 1,555.06
(b) Other current liabilities 23 759.17 684.05
(c) Provisions 24 89.45 128.78
Total Current Liabilities (E) 13,765.30 12,660.39
TOTAL EQUITY AND LIABILITIES (C+ D+ E) 38,865.90 39,028.57
The attached notes 1 to 47 form an integral part of these financial statements.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Kokuyo Camlin Limited
Firm’s Registration No: 101248W/W-100022 CIN : L24223MH1946PLC005434
Vijay Mathur Satish Veerappa Chetan Badal Dilip Dandekar
Partner Chief Executive Officer Chief Financial Officer Chairman and Non Executive Director
Membership No: 046476 (DIN-00846901)
Mumbai Shishir B. Desai Hinal Chheda Shriram Dandekar
06 May 2022 Director Company Secretary Vice Chairman & Executive Director
(DIN-01453410) & Compliance Officer (DIN-01056318)

78
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Statement of profit and loss

Corporate Overview
for the year ended 31 March 2022

(Currency : Indian Rupees in lakhs)

Note 31 March 2022 31 March 2021

No.
REVENUE
I Revenue from operations 25 50,847.23 40,312.37
II Other income 26 71.21 32.51

Statutory Reports
III Total Income (I + II) 50,918.44 40,344.88
IV EXPENSES
(a) Cost of materials consumed 27 19,937.45 12,963.43
(b) Purchases of stock-in-trade 27 10,787.65 5,278.42
(c) Changes in stock of finished goods, work-in-progress and stock-in-trade 27 521.60 5,389.45
(d) Employee benefits expense 28 8,012.06 7,306.07
(e) Finance costs 29 425.49 892.90
(f) Depreciation and amortisation expense 4 1,769.34 1,840.23
(g) Other expenses 30 9,937.70 8,490.67

Financial Statements
Total Expenses (IV) 51,391.29 42,161.17
V Loss before tax (III - IV) (472.85) (1,816.29)
VI Tax expense 35
(a) Current tax - -
(b) Deferred tax -(credit) - (351.58)
(c) Prior years - Income tax - (2.87)
Total tax expense (VI) - (354.45)
VII Loss after tax (V -VI) (472.85) (1,461.84)
VIII Other comprehensive income 57.94 896.84
(i) Items that will not be reclassified subsequently to profit or loss
(a) Remeasurements of the defined benefit plans 57.20 78.00
(b) Fair value changes on equity instruments 0.74 821.03
(ii) Income tax relating to items that will not be reclassified to profit or loss (2.19)
IX Total comprehensive loss for the year (414.91) (565.00)
X Earnings per share (Face value ` 1/- each):
Basic earnings per share 38 (0.47) (1.46)
Diluted earnings per share (0.47) (1.46)
The attached notes 1 to 47 form an integral part of these financial statements.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Kokuyo Camlin Limited
Firm’s Registration No: 101248W/W-100022 CIN : L24223MH1946PLC005434
Vijay Mathur Satish Veerappa Chetan Badal Dilip Dandekar
Partner Chief Executive Officer Chief Financial Officer Chairman and Non Executive Director
Membership No: 046476 (DIN-00846901)
Mumbai Shishir B. Desai Hinal Chheda Shriram Dandekar
06 May 2022 Director Company Secretary Vice Chairman & Executive Director
(DIN-01453410) & Compliance Officer (DIN-01056318)

79
Statement of cash flows
for the year ended 31 March 2022

(Currency : Indian Rupees in lakhs)

Year ended Year ended

31 March 2022 31 March 2021
Cash flows from operating activities
Loss before tax for the year (472.85) (1,816.29)
Adjustments for :
Depreciation and amortisation 1,737.43 1,808.11
Amortisation of right of use assets 31.91 32.12
Unrealised foreign exchange gain (19.65) (0.51)
Finance costs 425.49 892.90
Interest income (20.66) (20.79)
(Reversal) / Provision for doubtful receivables (18.30) 391.20
(Reversal) / Provision for doubtful advances (net) (32.22) 32.84
Loss / (profit) on sale of property, plant and equipment(net) 22.16 (11.62)
Total 1,653.31 1,307.96
Working capital adjustments
- (Increase) / decrease in trade receivables (810.90) 2,044.89
- (Increase) / decrease in other current assets (179.66) 455.70
- Decrease in Inventories 3.90 5,655.01
- Decrease in other non-current assets - 18.09
- Decrease in other financial assets 10.40 10.47
- Increase / (decrease) in trade payables 963.31 (3,271.57)
- Increase in provisions 25.36 2.70
- Increase/(decrease) in other current liabilities 135.05 (22.64)
Total 147.46 4,892.65
Cash generated from operating activities 1,800.77 6,200.61
Tax paid (20.48) (26.29)
Net cash generated from operating activities 1,780.29 6,174.32
Cash flows from investing activities
Acquisition of property, plant and equipment (627.45) (347.59)
Proceeds from sale of property, plant and equipment 10.90 18.74
Deposits (placed) (30.42) (124.63)
Deposits matured 69.65 84.63
Interest received 19.36 28.31
Net cash used in investing activities (557.96) (340.54)
Cash flows from financing activities
(Repayment) of short term borrowings (net) (26.78) (3,931.24)
(Repayment) of term borrowings (749.79) (825.90)
Interest and other finance cost paid (415.98) (892.83)
Repayment of principal towards lease liability (0.06) (0.14)
Interest paid on lease liability (0.06) (0.07)
Net cash used in financing activities (1,192.67) (5,650.18)
Net increase in cash and cash equivalents 29.66 183.60
Cash and cash equivalents at the beginning of the year 670.90 487.30
Cash and cash equivalents at the end of the year 700.56 670.90

80
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Statement of cash flows (Continued)

Corporate Overview
(Currency: Indian rupees in lakhs)
Notes :-
1) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting
Standard (Ind AS) 7 - “Statement of Cash Flows “

2) Cash and cash equivalents at the end of the year

31 March 2022 31 March 2021
Balance with banks

Statutory Reports
in current / collection accounts 599.46 603.96
in EEFC accounts 34.55 29.54
Deposits with original maturity of less than three months 65.42 34.14
Cash on hand 1.13 3.26
700.56 670.90
3) Debt reconciliation statement in accordance with IND AS 7
Opening balances
Long term borrowings (including current maturities) 1,342.76 2,168.66

Financial Statements
Short term borrowings 6,481.00 10,412.24
Cash movement
Long term borrowings (749.79) (825.90)
Short term borrowings (26.78) (3,931.24)
Closing balance
Long term borrowings (including current maturities) 592.97 1,342.76
Short term borrowings 6,454.22 6,481.00
4) Lease Liability reconciliation statement in accordance with IND AS 116
Opening balance 0.86 1.00
Add: Interest accrued during the year 0.03 0.07
Less: Payments during the year (0.12) (0.21)
Closing balance 0.84 0.86
The attached notes 1 to 47 form an integral part of these financial statements.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Kokuyo Camlin Limited
Firm’s Registration No: 101248W/W-100022 CIN : L24223MH1946PLC005434
Vijay Mathur Satish Veerappa Chetan Badal Dilip Dandekar
Partner Chief Executive Officer Chief Financial Officer Chairman and Non Executive Director
Membership No: 046476 (DIN-00846901)
Mumbai Shishir B. Desai Hinal Chheda Shriram Dandekar
06 May 2022 Director Company Secretary Vice Chairman & Executive Director
(DIN-01453410) & Compliance Officer (DIN-01056318)

81
Statement of Changes in Equity
for the year ended 31 March 2022

(Currency: Indian rupees in lakhs)

(a) Equity Share Capital
As at 31 March 2022
Note 31 March 2022 31 March 2021
No.

Balance at the beginning of the year 15 1,003.04 1,003.04

Changes in equity share capital due to prior period errors - -
Restated balance at the beginning of the year 1,003.04 1,003.04
Changes in equity share capital during the year - -
Balance at the end of the year 1,003.04 1,003.04

As at 31 March 2021
31 March 2021 31 March 2020
Balance at the beginning of the year 1,003.04 1,003.04
Changes in equity share capital due to prior period errors - -
Restated balance at the beginning of the year 1,003.04 1,003.04
Changes in equity share capital during the year - -
Balance at the end of the year 1,003.04 1,003.04
(b) Other equity

Reserves and surplus Items of Other Total

Capital Securities General Retained comprehensive equity
reserve premium reserve earnings income
Balance at 1 April 2020 52.70 17,901.56 1,966.30 3,512.40 483.96 23,916.92
Loss for the year - - - (1,461.84) - (1,461.84)
Other comprehensive income for the year
Equity Instruments through Other - - - - 818.84 818.84
Comprehensive Income (net of tax)
Remeasurements of defined benefit plan - - - 78.00 - 78.00
(net of tax)
Balance at 31 March 2021 52.70 17,901.56 1,966.30 2,128.56 1,302.80 23,351.92
Loss for the year - - - (472.85) - (472.85)
Other comprehensive income for the year
Equity Instruments through Other - - - - 0.74 0.74
Comprehensive Income (net of tax)
Remeasurements of defined benefit plan - - - 57.20 - 57.20
Balance at 31 March 2022 52.70 17,901.56 1,966.30 1,712.91 1,303.54 22,937.01
The attached notes 1 to 47 form an integral part of these financial statements.
As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Kokuyo Camlin Limited
Firm’s Registration No: 101248W/W-100022 CIN : L24223MH1946PLC005434
Vijay Mathur Satish Veerappa Chetan Badal Dilip Dandekar
Partner Chief Executive Officer Chief Financial Officer Chairman and Non Executive Director
Membership No: 046476 (DIN-00846901)
Mumbai Shishir B. Desai Hinal Chheda Shriram Dandekar
06 May 2022 Director Company Secretary Vice Chairman & Executive Director
(DIN-01453410) & Compliance Officer (DIN-01056318)

82
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022

1 Background of the Company

Kokuyo Camlin Limited (the “Company”) was incorporated in India in 1946 as “Camlin Private Limited” under the Indian
Companies Act, 1913. Subsequently, the Company was converted into a Public Limited Company in 1988 as Camlin
Limited and was listed on BSE Ltd (BSE) and listed on National Stock Exchange of India Ltd (NSE) in the year 2008. In
the year 2011, Kokuyo S&T Co. Ltd, (now Kokuyo Company Limited) a Japanese corporation engaged in the business of
stationery acquired a majority stake in the Company and presently holds 74.44% shares in the Company. The registered
office of the Company is located at 48/2, Hilton House, Central Road, MIDC, Andheri (East), Mumbai, India.

Statutory Reports
Kokuyo Camlin Limited manufactures, and trades in scholastic products, writing instruments, notebooks, marker pens,
inks, fine-art colours and accessories, hobby colours, pencils and other stationery products.

2 Basis of preparation

(a) Statement of compliance

These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (‘the
Act’) and other relevant provisions of the Act.

Financial Statements
The financial statements for the year ended 31 March 2022 have been reviewed by the Audit Committee and
approved by the Board of Directors in their meetings held on 06 May 2022.

Details of the Company's significant accounting policies are disclosed in Note 3.

(b) Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is also the Company's functional currency.
All amounts are mentioned in lakhs and rounded off to 2 decimals unless, otherwise stated.

(c) Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following assets and
liabilities which have been measured at fair value:

1. Certain financial assets and liabilities (including derivative instruments and equity investments) - measured
at fair value

2. Net defined benefit (asset)/liability - fair value of plan assets less present value of defined benefit obligations

(d) Use of estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses,
including any impacts arising from COVID-19 pandemic (refer note (e) below). Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment is included in the following notes:

Ÿ Note 3.01 and 43 – recognition of schemes and rebates;

Ÿ Note 3.09 and 36 – recognition of deferred tax assets: availability of future taxable profit against which
minimum alternate tax can be used;

83
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

Ÿ Note 3.11 and 9 – recognition and measurement of provision for inventories;

Ÿ Note 3.13 and 39 – measurement of defined benefit obligations: key actuarial assumptions;

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment is included in the following notes: (Continued)

Ÿ Notes 3.14 and 31 – recognition and measurement of provisions and contingencies: key assumptions about
the likelihood and magnitude of an outflow of resources;

Ÿ Note 3.04 and 3.13– impairment of financial and non financial assets.

Ÿ Note 3.02 and 3.03 – management estimate for useful life of plant and machinery, electrical installation and
intangible assets.

Ÿ Note 41 - fair value measurement of financial instruments

(e) The Company’s operations were adversely impacted by the various lockdowns imposed to contain the spread of
COVID-19 pandemic during the year. The operations gradually resumed with requisite safety precautions during
the period with limited manpower and disruption in supply chain. The Company has evaluated the impact of this
pandemic on its business operations, liquidity and financial position and based on management’s review of current
indicators and economic conditions, no significant adjustment is required in the financial statements for the year
ended 31 March 2022. .

(f) Current vs non current classification

Any asset or liability is classified as current if it satisfies any of the following conditions:

i. the asset/liability is expected to be realised/settled in the Company’s normal operating cycle;

ii. the asset is intended for sale or consumption;

iii. the asset/liability is held primarily for the purpose of trading;

iv. the asset/liability is expected to be realised/settled within twelve months after the reporting period;

v. the asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting date;

vi. in the case of a liability, the Company does not have an unconditional right to defer settlement of the liability
for at least twelve months after the reporting date.

All other assets and liabilities are classified as non-current.

For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its
normal operating cycle as twelve months. This is based on the nature of goods and services and the time between
the acquisition of assets or inventories for processing and their realisation in cash and cash equivalents.

(g ) Fair value measurement

The Company measures certain financial instruments, such as derivatives and equity investments, at fair value at
each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:

84
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

A. In the principal market for the asset or liability, or

B. In the absence of a principal market, in the most advantageous market for the asset or liability.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised

Statutory Reports
within the fair value hierarchy, described as under, based on the lowest level input that is significant to the fair value
measurement as a whole:

A. Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

B. Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.

C. Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.

Financial Statements
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based
on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting
period.

Further information about the assumptions made in measuring fair value is included in the following notes.

Ÿ Note 5 - Investment property

Ÿ Note 41 - Financial instruments

3 Significant accounting policies

3.01 Revenue recognition

Revenue from Contracts with Customers

Revenue represents amounts received and receivable from third parties for goods supplied to the customers and for
services rendered. Revenue is recognised when control of the goods has been transferred to the customer, which happens
on dispatch/delivery of the goods.

Revenue is measured at the amount of consideration which the Company expects to receive, net of returns and allowances,
trade/cash discounts and volume rebates.

Accumulated experience is used to estimate and accrue for the discounts (using the most likely method) and returns
considering the terms of the underlying schemes and agreements with the customers. No element of financing is deemed
present as the sales are made with normal credit days consistent with market practice. A liability is recognised where
payments are received from customers before transferring control of the goods being sold.

Interest income

Interest income from financial assets is recognised when it is probable that economic benefits will flow to the Company
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial assets to that asset’s net carrying amount on initial recognition.

85
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

Dividend:

Dividend is recognised as revenue when the right to receive dividend has been established.

3.02 Property, plant and equipment

(i) Recognition and measurement

Freehold land is carried at historical cost. All other items of property, plant and equipment are measured at cost less
accumulated depreciation and any accumulated impairment losses.

The cost of an item of property, plant and equipment comprises:

a) its purchase price, including import duties and non-refundable taxes (net of Cenvat, VAT and GST), after
deducting trade discounts and rebates.

b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable
of operating in the manner intended by management.

c) borrowing costs for long-term construction projects if the recognition criteria are met.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separate items (major components ) of property, plant and equipment.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the
expenditure will flow to the Company.

(iii) Depreciation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values, if
any, over their estimated useful lives using the straight line method in the manner and at the rates prescribed by
Part ‘C’ of Schedule II of the Act, except as stated below. Depreciation is charged on a monthly pro-rata basis for
assets purchased or sold during the year.

The Company has used the following rates to provide depreciation on its fixed assets.

Useful life as Per Useful life as Per Reasons

Schedule II Company's Policy
Site development 30 years 30 years
Buildings and sheds 30 years and 60 30 years and 60
years years
Plant and machinery and electrical 7.5 years to 15 7.5 years to 25 Management's estimation based
installation years years on internal technical evaluation
Office equipment 3 to 6 years 3 to 6 years
ERP Hardware 5 years 5 years
Furniture and fittings 10 years 10 years
Vehicles 8 to 10 years 8 to 10 years

Gains and losses on disposals are determined by comparing sale proceeds with carrying amount. These are
included in profit or loss within other gains/(losses).

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 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

3.03 Intangible assets

Intangible assets comprise application software purchased / developed, which are not an integral part of the related
hardware, and are amortised using the straight line method over a period of the software license, which in Management’s
estimate represents the period during which the economic benefits will be derived from their use.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset
to which it relates.

Statutory Reports
The useful lives of intangible assets are as mentioned below:

Useful life as Per Useful life as Per

Reasons
Schedule II Company's Policy
Licenses and software 5 years 10 years Management’s estimation based
on internal technical evaluation
ERP Software 5 years 5 years

Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can
be measured reliably, the product or process is technically and commercially feasible, future economic benefits are

Financial Statements
probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset.
Otherwise, it is recognised in profit and loss as incurred. Subsequent to initial recognition, the asset is measured at cost
less accumulated amortisation and any accumulated impairment loss.

3.04 Impairment of non financial assets

The Company’s non financial assets are tested for impairment at each reporting date to determine whether there are
events or changes in circumstances which indicate that the carrying amount may not be recoverable. Management
periodically assesses using, external and internal sources, whether there is an indication that an asset may be impaired.

The recoverable amount is higher of the asset’s/cash-generating unit’s net selling price or value in use, i.e. the present
value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. An impairment
loss is recognised in the statement of profit and loss if the carrying amount of an asset/cash-generating unit exceeds
its estimated recoverable amount. An impairment loss for an asset is reversed if, and only if, the reversal can be related
objectively to an event occurring after the impairment loss was recognised. The carrying amount of an asset is increased
to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been
determined (net of any accumulated amortization or depreciation) had no impairment loss been recognised for the asset
in prior years.

3.05 Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally
recognised in profit or loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. The gain or loss arising on translation of non-monetary items measured at fair value
is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences
on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss,
respectively).

87
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

3.06 Borrowing cost

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended
use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended
use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying
assets is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

3.07 Leases

On inception of a contract, the Company (as a lessee) assesses whether it contains a lease. A contract is, or contains a
lease when it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from
use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

As a lessee, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right
of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any
lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful life of right-
of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s
incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. Lease
payments included in the measurement of the lease liability comprise the fixed payments, including insubstance fixed
payments. The lease liability is measured at amortised cost using the effective interest method.

The Company has used number of practical expedients when applying Ind AS 116: - Short-term leases, leases of low-value
assets and single discount rate. The Company has elected not to recognise right-of-use assets and lease liabilities for
short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises
the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Lease liability have been presented under other financial liabilities and Right of use asset have been separately presented
in the Balance Sheet and lease payments are presented as follows in Company’s statement of cash flows:

- short-term lease payments, payments for leases of low-value assets and variable lease payments that are not
included in the measurement of the lease liabilities are presented within cash flows from operating activities;

- payments for the interest element of recognised lease liabilities are included in ‘interest paid’ within cash flows from
financing activities; and

- payments for the principal element of recognised lease liabilities are presented within cash flows from financing
activities.

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 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

3.08 Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both but not for sale in
the ordinary course of business, or for use in the production or supply of goods or services or for administrative purpose.
Upon initial recognition, an investment property is measured at cost. Subsequent to initial recognition, investment property
is measured at cost less accumulated depreciation and accumulated impairment losses, if any.

3.09 Income-tax

Statutory Reports
Income tax expense comprises of current and deferred tax. It is recognised in profit or loss except to the extent that it
relates to items recognised directly in equity or in OCI.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid to the tax authorities.

Financial Statements
Minimum Alternate Tax (‘MAT’) under the provisions of Income-tax Act, 1961 is recognised as current tax in the
statement of profit and loss. MAT paid in accordance with the tax laws, which gives future economic benefits in the
form of adjustment to future income tax liability, is considered as an asset if there is a convincing evidence that the
Company will pay normal tax in future. Accordingly, MAT is recognized as an asset in the balance sheet when it is
probable that the future economic benefit associated with it will flow to the Company.

Current tax assets and liabilities are offset only if, the Company:

a) has a legally enforceable right to set off the recognised amounts; and

b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,
using tax rates enacted or substantively enacted at the reporting date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax relating to items recognised outside profit or loss are recoginised as a part of these items (either in
other comprehensive income or in equity).

Deferred tax assets and liabilities are offset only if:

a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority
on the same taxable entity.

89
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

3.10 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits
held at call with banks, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

3.11 Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Ÿ Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location and condition. Cost is determined on moving weighted average basis.

Ÿ Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of manufacturing
overheads based on the normal operating capacity. Cost is determined on moving weighted average basis.

Ÿ Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location and condition. Cost is determined on moving weighted average basis.
Ÿ Provision is made for obsolescence, slow moving inventories and other anticipated losses, wherever considered
necessary.

3.12 Financial instruments

Financial assets and financial liabilities are recognised when a Company becomes a party to the contractual provisions of
the instruments.

(i) Initial Recognition:

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss and ancillary costs related to borrowings) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in Statement of Profit and Loss.

(ii) Classification and Subsequent Measurement: Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, fair value through other
comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”) on the basis of following:

Ÿ the entity’s business model for managing the financial assets and

Ÿ the contractual cash flow characteristics of the financial asset.

Amortised Cost:

A financial asset shall be classified and measured at amortised cost if both of the following conditions are met:

Ÿ the financial asset is held within a business model whose objective is to hold financial assets in order to
collect contractual cash flows and

Ÿ the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

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 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

Fair Value through OCI:

A financial asset shall be classified and measured at fair value through OCI if both of the following conditions are met:

Ÿ the financial asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and

Ÿ the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Statutory Reports
On initial recognition of an equity investments that is not held for trading, the Company may irrevocably elect
to present subsequent changes in the investment's fair value in OCI. This election is made on an investment by
investment basis.

Fair Value through Profit or Loss:

A financial asset shall be classified and measured at fair value through profit or loss unless it is measured at
amortised cost or at fair value through OCI.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.

Financial Statements
(iii) Classification and Subsequent Measurement: Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at
FVPTL if it is classified as held for trading or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,
are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gain and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.

(iv) Impairment of financial assets:

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting
period. The Company recognises a loss allowance for expected credit losses on financial asset. In case of trade
receivables, the Company follows the simplified approach permitted by Ind AS 109 – Financial Instruments for
recognition of impairment loss allowance. The application of simplified approach does not require the Company to
track changes in credit risk.

(v) Derecognition of financial assets and financial liabilities:

Financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the
risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor
retains substantially all of the risks and rewards of ownership and does not retain control of the financial assets.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet but retains either
all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial Liabilities

The Company derecognises a financial liability when the contractual obligations are discharged or cancelled, or expire.

The Company also derecognises financial liabilities when its terms are modified and the cash flows under the
modified terms are substantially different. In this case, a new financial liability based on the modified terms is
recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the
new financial liability with modified terms is recognised in profit or loss.

91
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(vi) Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured at fair value through Statement of Profit and Loss.

(vii) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the
asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events
and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of
the Company or the counterparty.

3.13 Employee benefits

(i) Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably.

(ii) Compensated absences

The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in
which the employees render the related service. They are therefore measured by a qualified Actuary at the present
value of expected future payments to be made in respect of services provided by employees up to the end of the
reporting period using the projected unit credit method. The benefits are discounted using the market yields at the
end of the reporting period that have terms approximating to the terms of the related obligation. Re-measurements
as a result of experience adjustments and changes in actuarial assumptions are recognised in the statement of
profit and loss.

(iii) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(iv) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately by estimating the amount
of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting
the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit
credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited
to the present value of economic benefits available in the form of any future refunds from the plan or reductions in
future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any
applicable minimum funding requirements.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts
included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in
net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding
debit or credit to the retained earnings through OCI in the period in which they occur. Remeasurements are not
reclassified to profit or loss in subsequent periods.

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 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to
past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises
gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(v) Other long-term employee benefits

The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. That benefit is discounted to

Statutory Reports
determine its present value. Re-measurement are recognised in profit or loss in the period in which they arise.

3.14 Provisions and contingent liabilities

Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.

Provisions are measured at the present value, wherever the Company can estimate the time of settlement, of management’s
best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The increase
in the provisions due to passage of time is recognised as interest expense.

Financial Statements
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle or a reliable estimate of the amount cannot be made.

Where the likelihood of outflow of resources is remote, no provision or disclosure is made.

3.15 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity
shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted
for the events for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split
(consolidation of shares).

Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other
charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted
average number of equity shares considered for deriving basic earnings per share and the weighted average number of
equity shares which could have been issued on conversion of all dilutive potential equity shares.

3.16 Government grants

The Company is entitled to ‘Scheme of budgetary support’ under Goods and Service Tax Regime in respect of eligible
manufacturing units located in specified regions. Such grants are measured at amount receivable from the government
and are recognised as other operating revenue when there is a reasonable assurance that they will be received and the
Company will comply with all necessary conditions attached to the grant.

Income from such grants is recognised on a systematic basis over the periods to which they relate.

3.17 Research and Development

Expenditure on research activities is recognised in profit and loss as incurred.

Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure can
be measured reliably, the product or process is technically and commercially feasible, future economic benefits are
probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset.

93
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

Otherwise, it is recognised in profit and loss as incurred. Subsequent to initial recognition, the asset is measured at cost
less accumulated amortisation and any accumulated impairment loss.

3.18 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker (CODM). Chief operating decision maker’s function is to allocate the resources of the entity and assess
the performance of the operating segment of the Company.

3.19 Non current assets held for sale

Non current assets are classified as assets held for sale if their carrying will be recovered principally through a sale
transaction rather than through continuing use. This condition is regarded as met only when the asset is available for
immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset and its
sale is highly probable. Management must be committed to the sale,which should be expected to qualify for recognition as
a completed sale withing one year from the date of classification.

When the Company is committed to a sale plan involving disposal of an investment, the investment that will be disposed
of is classified as held for sale when the criteria described above are met.

Non current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs
to sell.

3.20 Recent pronouncements

Ministry of Corporate affairs (“MCA”) notifies new standards or amendments to the existing standards. There is no such
notification which would have been applicable from April 1, 2022.

94
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

4 Property, Plant and Equipment
Description Site Buildings Plant and Office ERP Furniture Motor Total
development and shed machinery Equipment hardware and fixtures vehicles*
Gross block
As at 1 April 2020 1,016.66 6,524.26 13,073.76 561.38 82.58 239.93 191.88 21,690.45
Add: Additions during the year 19.55 9.67 301.85 79.14 8.00 3.18 - 421.39
Less: Disposal/adjustments - - 92.24 - - 3.53 - 95.77

Statutory Reports
during the year
As at 31 March 2021 1,036.21 6,533.93 13,283.37 640.52 90.58 239.58 191.88 22,016.07
Add: Additions during the year - 4.35 390.49 28.42 - 8.71 - 431.97
Less: Assets held for sale 4.82 465.59 358.23 19.23 1.97 31.51 0.78 882.13
Less: Disposal/adjustments - - 985.82 14.04 - 6.97 - 1,006.83
during the year
As at 31 March 2022 1,031.39 6,072.69 12,329.81 635.67 88.61 209.81 191.10 20,559.08
Depreciation for the year
As at 1 April 2020 101.15 711.19 4,519.57 318.06 82.58 124.96 86.69 5,944.20
Add: Depreciation for the year 35.80 239.08 1,385.16 86.16 0.89 18.50 21.06 1,786.65
Less: Depreciation on deletion - - 85.12 - - 3.53 - 88.65

Financial Statements
As at 31 March 2021 136.95 950.27 5,819.61 404.22 83.47 139.93 107.75 7,642.20
Add: Depreciation for the year 35.79 231.31 1,318.85 76.64 1.33 18.60 19.80 1,702.32
Less: Depreciation on deletion - - 953.29 13.58 - 6.90 - 973.77
Less: Depreciation on assets 2.45 227.73 270.03 18.26 1.97 31.26 0.76 552.46
held for sale
As at 31 March 2022 170.29 953.85 5,915.14 449.02 82.83 120.37 126.79 7,818.29
Net block
As at 31 March 2021 899.26 5,583.66 7,463.76 236.30 7.11 99.65 84.13 14,373.87
As at 31 March 2022 861.10 5,118.84 6,414.67 186.65 5.78 89.44 64.31 12,740.79
*Motor vehicles with a carrying amount of ` 64.33 lakhs as at 31 March 2022 (31 March 2021: ` 84.13 lakhs) are provided as security against
loans taken.
With the expanded capacity at Patalganga plant, the company has decided to sale its assets at Taloja plant during the year
ended 31 March, 2022. The company has offered for sale to a third party. The company expects to sale within one year from the
balance sheet date.

Intangible assets Right of use

Description ERP Licenses and Total Description Land
software software
Gross block Gross block
As at 1 April 2020 250.40 91.69 342.09 As at 1 April 2020 2,033.43
Add: Additions during the year 77.39 20.29 97.68 Add: Additions during the year -
As at 31 March 2021 327.79 111.98 439.77 As at 31 March 2021 2,033.43
Add: Additions during the year - 105.90 105.90 Add: Additions during the year -
Less: Assets held for sale 22.66
As at 31 March 2022 327.79 217.88 545.67 As at 31 March 2022 2,010.77
As at 1 April 2020 24.06 13.61 259.61
Amortisation for the year Depreciation for the year
Add: Amortisation for the year 12.36 9.11 21.47 Add: Depreciation for the year 32.11
As at 31 March 2021 258.42 22.72 281.14 As at 31 March 2021 64.22
Add: Amortisation for the year 16.28 18.83 35.11 Add: Depreciation for the year 31.91
Less:Assets held for sale 6.28
As at 31 March 2022 274.70 41.55 316.25 As at 31 March 2022 89.85
Net block Net block
As at 31 March 2021 69.37 89.26 158.63 As at 31 March 2021 1,969.21
As at 31 March 2022 53.09 176.33 229.42 As at 31 March 2022 1,920.92

95
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Other Intangible assets under development

Ageing for Other Intangible assets under development as at 31 March 2022 are as follows:-

Description Amount in Other intangible assets under development Total

for a period of
Less than 1 1-2 Years 2-3 Years More than 3
Year Years
Projects in Progress 66.50 - - - 66.50
Projects temporarily suspended - - - - -
Total 66.50 - - - 66.50

Ageing for Other Intangible assets under development as at 31 March 2021 are as follows:-
Description Amount in Other intangible assets under development Total
for a period of
Less than 1 1-2 Years 2-3 Years More than 3
Year Years
Projects in Progress 38.68 - - - 38.68
Projects temporarily suspended - - - - -
Total 38.68 - - - 38.68

5 Investment property

31 March 2022 31 March 2021

Freehold land 2.73 2.73
(Fair value)
As at 31 March 2022 - ` 62.70 lakhs
As at 31 March 2021 - ` 53.61 lakhs

Fair value hierarchy

The Fair value of investment property has been determined by external Chartered Engineer, having appropriate recognised
professional qualifications and recent experience in the location and category of the property being valued.

The Fair value measurement of the property has been categorised as Level 3 fair value based on the inputs to the valuation
technique used.(refer Note 2(g))

Description of valuation technique used

The Company obtains Independent Valuations of its investment property as at the year end. The fair value of the investment
property have been determined by registered valuer, who have considered the prevalent prices based on market enquiries
for similar and comparable properties.

96
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

6 Investments

31 March 2022 31 March 2021

Investments in Equity Instruments (fully paid up)
Quoted equity shares at fair value through OCI
800,000 (31 March 2021 : 800,000) equity shares of ` 1 each in Camlin Fine 1,116.00 1,123.60

Statutory Reports
Sciences Limited
Unquoted equity shares
2,150 (31 March 2021 : 2,150) Equity shares of ` 100/- each in Excella Pencils 253.81 245.47
Limited at fair value through OCI
247,950 (31 March 2021 : 247,950) Equity shares of ` 10 each in ColArt Camlin 24.80 24.80
Canvas Private Limited at fair value through OCI
Less: Provision for diminution in value of investment (24.80) (24.80)
- -
1,369.81 1,369.07

Financial Statements
Aggregate amount of quoted investments - at cost 9.73 9.73
Aggregate amount of quoted investments - at market value 1,116.00 1,123.60
Aggregate amount of unquoted investments - at cost 26.95 26.95
Aggregate amount of impairment in value of investment 24.80 24.80
(Refer note no.46)

7 Other financial assets

31 March 2022 31 March 2021

Security deposits 213.95 224.35
Interest accrued on deposits 8.55 7.25
Fixed Deposits with original maturity after twelve months * 43.19 72.92
265.69 304.52

*Lodged as security with Government Departments ` 43.19 lakhs (31 March 2021 : ` 72.92 lakhs).

8 Other non-current assets

31 March 2022 31 March 2021

Unsecured, considered good
Capital advances 149.68 105.92
Unsecured, considered doubtful
Capital advances 8.63 12.40
Provision for doubtful advances (8.63) (12.40)
149.68 105.92

97
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

9 Inventories

31 March 2022 31 March 2021

(At lower of cost and net realisable value)
Raw materials (includes in transit ` 231.45 lakhs(31 March 2021: ` 25.76 lakhs)) 2,217.45 2,071.92
Packing materials (includes in transit ` 19.24 lakhs (31 March 2021: ` 113.84 2,493.87 2,100.31
lakhs))
Spares and tools 131.36 152.75
Work-in-progress 1,968.10 1,636.76
Finished goods 3,574.88 4,265.26
Stock-in-trade 2,318.03 2,480.59
12,703.69 12,707.59

During the year ended 31 March 2022, an amount of ` 305.02 lakhs (31 March 2021: ` 545.82 lakhs) was charged to the
statement of profit and loss on account of write-down of inventories including damaged and slow moving inventory. The
provision for inventory as on 31 March 2022 is ` 1744.83 lakhs (31 March 2021: ` 1,488.67 lakhs)

10 Trade receivables

31 March 2022 31 March 2021

Trade receivables considered good - secured - -
Trade receivables considered good - unsecured 5,924.30 5,088.76
Trade receivables which have significant increase in credit risk 71.27 46.92
Trade receivables - credit impaired 454.95 525.85
6,450.52 5,661.53
Provision for doubtful debts - credit impaired (506.65) (546.86)
5,943.87 5,114.67

(i) No trade receivables are due from directors or other officers of the Company either severally or jointly with any other
person nor any trade or other receivable are due from firms or private companies respectively in which any director
is a partner, a director or a member.

(ii) The Company’s exposure to credit and currency risk and loss allowances related to trade receivables are disclosed
in note 41

98
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Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Trade Receivables ageing schedule as on 31 March 2022

Particulars Not Due Outstanding for following periods from due date of Total
payment
Less than 6 months 1 to 2 2 to 3 More than
6 months to 1 year years years 3 years
(i) Undisputed Trade receivables - 5,740.38 175.37 7.63 0.64 0.20 0.08 5,924.30

Statutory Reports
considered good
(ii) Undisputed Trade receivables - which - - - 40.56 19.95 10.76 71.27
have significant increase in credit risk
(iii) Undisputed Trade receivables - credit - 8.94 25.55 208.06 82.32 3.68 328.55
impaired
(iv) Disputed Trade receivables - - - - - - - -
considered good
(v) Disputed Trade receivables - which - - - - - - -
have significant increase in credit risk

Financial Statements
(vi) Disputed Trade receivables - credit - - 4.67 10.99 17.78 92.96 126.40
impaired
Less: Provision for doubtful debts - credit (506.65)
impaired
Total 5,740.38 184.31 37.85 260.25 120.25 107.48 5,943.87

Trade Receivables ageing schedule as on 31 March 2021

Particulars Outstanding for following periods from due date of

payment
Not Due Less than 6 months 1 to 2 2 to 3 More than Total
6 months to 1 year years years 3 years
(i) Undisputed Trade receivables - 4,780.58 264.39 42.32 0.56 0.02 0.89 5,088.76
considered good
(ii) Undisputed Trade receivables - which - - - 33.08 5.93 7.91 46.92
have significant increase in credit risk
(iii) Undisputed Trade receivables - credit - 8.66 255.64 140.29 11.63 16.34 432.56
impaired
(iv) Disputed Trade receivables - - - - - - - -
considered good
(v) Disputed Trade receivables - which - - - - - - -
have significant increase in credit risk
(vi) Disputed Trade receivables - credit 2.59 1.93 5.55 11.83 71.39 93.29
impaired
Less: Provision for doubtful debts - credit (546.86)
impaired
Total 4,780.58 275.64 299.89 179.48 29.41 96.53 5,114.67

99
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

11 Cash and cash equivalents

31 March 2022 31 March 2021

Balances with banks
In current accounts 599.46 603.96
In EEFC accounts 34.55 29.54
Deposits with original maturity of less than three months * 65.42 34.14
Cash on hand 1.13 3.26
700.56 670.90

*Lodged as security with Government Departments ` 65.42 lakhs (31 March 2021 : ` 34.14 lakhs).

12 Other bank balances

31 March 2022 31 March 2021

Deposits with original maturity of more than three months but less than twelve 25.03 34.53
months *
25.03 34.53

*Lodged as security with Government Departments ` 25.03 lakhs (31 March 2021 : ` 34.53 lakhs).

14 Other current assets

31 March 2022 31 March 2021

Unsecured
Advances to related parties (refer note 40) - 0.27
Advances to suppliers 344.90 493.35
Less : doubtful advances (8.23) (52.72)
336.67 440.63
Prepaid expenses 182.61 277.04
Deposits, balances and input credits for other taxes and duties 1,114.34 819.45
Gratuity fund (refer note 39) 382.37 251.68
Other advances 19.86 34.89
2,035.85 1,823.96

15 Equity Share Capital

31 March 2022 31 March 2021

Authorised
200,000,000 (31 March 2021: 200,000,000) Equity Shares of ` 1/- each 2,000.00 2,000.00
Issued, Subscribed & Paid-up
100,303,806 (31 March 2021: 100,303,806 ) Equity Shares of ` 1/- each, fully paid 1,003.04 1,003.04

100
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period

31 March 2022 31 March 2021

No. of shares Amount No. of shares Amount
At the begining of the year 100,303,806 1,003.04 100,303,806 1,003.04

Statutory Reports
Outstanding at the end of the year 100,303,806 1,003.04 100,303,806 1,003.04

Terms/rights attached to equity shares

The Company has only one class of equity shares with a par value of ` 1/- per share. Each holder of equity shares is
entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining
assets of the company after distribution of all preferential amounts. However, no such preferential amounts exist currently.

Financial Statements
The distribution will be in proportion to number of equity shares held by the shareholders.

Shares held by the Holding/ultimate Holding Company and/or their Subsidiaries/Associates.

Out of the equity shares issued by the company, shares held by its Holding Company are as under

Name of the Holding Company 31 March 2022 31 March 2021

No. of shares % of holding No. of shares % of holding
KOKUYO CO., Limited. Japan ( a company 74,665,950 74.44% 74,665,950 74.44%
incorporated in Japan )

Details of shareholders holding more than 5% shares in the company

Other than Kokuyo Co. Ltd, there are no shareholders holding more than 5% shares in the Company.

Details of shareholdings by the Promoter’s of the Company:

As at 31 March 2022
Promoter name Class of At the end of the year At the beginning of the % Change
Shares year during the year
No. of % of total No. of % of total
Shares shares Shares shares
Dilip Dandekar Equity 200,000 0.20% 200,000 0.20% -
Shriram Dandekar Equity 250,000 0.25% 250,000 0.25% -
Subhash Dandekar Equity 100,000 0.10% 100,000 0.10% -
KOKUYO CO., Limited Equity 74,665,950 74.44% 74,665,950 74.44% -
Total 75,215,950 74.99% 75,215,950 74.99%

101
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

As at 31 March 2021
Promoter name Class of At the end of the year At the beginning of the % Change
Shares year during the year
No. of % of total No. of % of total
Shares shares Shares shares
Dilip Dandekar Equity 200,000 0.20% 200,000 0.20% -
Shriram Dandekar Equity 250,000 0.25% 250,000 0.25% -
Subhash Dandekar Equity 100,000 0.10% 100,000 0.10% -
KOKUYO CO., Limited Equity 74,665,950 74.44% 74,665,950 74.44% -
Total 75,215,950 74.99% 75,215,950 74.99% -

16 Other Equity

31 March 2022 31 March 2021

Capital reserve
Balance, beginning and end of the year 52.70 52.70
Securities premium account
Balance, beginning and end of the year 17,901.56 17,901.56
General reserve
Balance, beginning and end of the year 1,966.30 1,966.30
Surplus in the statement of profit and loss
Balance, beginning of the year 2,128.56 3,512.40
Add: Loss for the year (472.85) (1,461.84)
Add: Remeasurement of defined benefit plan during the year 57.20 78.00
Balance, end of the year 1,712.91 2,128.56
Other Comprehensive Income
Balance, beginning of the year 1,302.80 483.96
Add: Fair value gain on equity instruments 0.74 818.84
Balance at the end of the year 1,303.54 1,302.80
22,937.01 23,351.92
Capital reserve
Capital reserve represents the grant received from government for set up of plant in specific area.
Securities premium
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the
provisions of the Companies Act, 2013.
General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. There
is no policy of regular transfer.
Retained earnings
This Reserve represents the cumulative profits of the Company and effects of remeasurement of defined benefit
obligations. This Reserve can be utilized in accordance with the provisions of the Companies Act, 2013.

102
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Other comprehensive income
This Reserve represents the cumulative gains (net of losses) arising on the revaluation of Equity Instruments measured
at Fair Value through Other Comprehensive Income, net of amounts reclassified, if any, to Retained Earnings when those
instruments are disposed of.
Capital management
The Company’s objectives when managing capital are to (a) maximise shareholder value and provide benefits to other

Statutory Reports
stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.
For the purposes of the Company’s capital management, capital includes issued capital, securities premium and all other
equity reserves attributable to the equity holders.
The company monitors capital using debt-equity ratio, which is total debt less investments divided by total equality.

31 March 2022 31 March 2021

Total Debt 7,047.19 7,823.76
Equity 23,940.05 24,354.96
Debt to equity (net) 0.29 0.32

Financial Statements
17 Borrowings

31 March 2022 31 March 2021

Non-current borrowings from bank
Unsecured 592.97 1,339.93
Secured 0.00 2.83
Total non-current borrowings 592.97 1,342.76
Current maturities of non-current borrowings
Unsecured 790.64 765.67
Secured 2.84 6.34
Total current borrowings 793.48 772.01
Total borrowings from bank 1,386.45 2,114.77
Less: Amount included under Borrowings (refer note 20) (793.48) (772.01)
592.97 1,342.76
Long term borrowing comprise
(a) External Commercial borrowing (ECB) in USD from Mizuho Bank, Ltd with carrying amount of ` 1,383.61 lakhs (31
March 2021 - ` 2,105.60 lakhs)
The terms of the loan are as follows:
1. Rate of Interest is based on LIBOR plus agreed spread. Interest payable quarterly starting from 24 January 2019.
2. Repayable in 12 equal quarterly installments starting from 25 January 2021 with last installment payable on
24 October 2023.
(b) The secured loan from HDFC bank is a vehicle loan with carrying amount of ` 2.84 lakhs (31 March 2021 - ` 9.17
lakhs)
1. Rate of Interest is 8.50 %p.a.
2. Repayable in monthly installments starting from September 2017 with last installment payable on 5 August 2022.
3. Secured against hypothecation of vehicle.
(Refer note no.46)

103
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

18 Other financial liabilities

31 March 2022 31 March 2021

Derivative liabilities (refer note 41 (c) (vi)) 2.31 112.62
2.31 112.62

19 Provisions

31 March 2022 31 March 2021

Compensated absences - (refer note no. 39) 564.55 557.06
564.55 557.06

20 Borrowings

31 March 2022 31 March 2021

Unsecured
Loans repayable on demand
From bank
Overdraft/working capital demand loan 2,526.06 4,156.77
Bills payable* 3,134.68 1,552.22
Current maturities of long term borrowings - banks
- Unsecured (refer note 17) 790.64 765.67
- Secured (refer note 17) 2.84 6.34
6,454.22 6,481.00

* for discounting of trade payables

21 Trade payables

31 March 2022 31 March 2021

total outstanding dues of micro enterprises and small enterprises 157.73 11.39
total outstanding dues of creditors other than micro enterprises and small 4,597.35 3,800.03
enterprises
4,755.08 3,811.42

The disclosures relating to Micro and Small Enterprises as defined under “The Micro, Small and Medium Enterprises
Development Act 2006” is given under note 34

104
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Ageing for trade payables outstanding as at 31 March 2022 is as follows:

Particulars Not due Outstanding for following periods from due dates of Total
payment
Less than 1-2 2-3 years More than 3
1 year years years

Statutory Reports
(i) MSME * 157.73 - - - - 157.73
(ii) Others 3,206.84 1,081.79 - - - 4,288.63
(iii) Disputed dues - MSME * - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 3,364.57 1,081.79 - - - 4,446.36
Accrued Expenses 308.72
4,755.08

*MSME as per the Micro, Small and Medium Enterprises Development Act, 2006.

Financial Statements
Ageing for trade payables outstanding as at 31 March 2021 is as follows:

Particulars Not due Outstanding for following periods from due dates of Total
payment
Less than 1-2 2-3 years More than 3
1 year years years
(i) MSME* 11.39 - - - - 11.39
(ii) Others 2,396.95 903.77 8.54 18.72 18.04 3,346.02
(iii) Disputed dues - MSME* - - - - - -
(iv) Disputed dues - Others - - - - - -
Total 2,408.34 903.77 8.54 18.72 18.04 3,357.41
Accrued Expenses 454.01
3,811.42

*MSME as per the Micro, Small and Medium Enterprises Development Act, 2006.

22 Others financial liabilities

31 March 2022 31 March 2021

Employee dues 765.95 625.15
Security deposits 803.50 779.91
Capital creditors 3.36 21.36
Interest accrued but not due on bills payable 17.94 2.61
Payable to customers 116.58 126.03
1,707.33 1,555.06

105
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

23 Other current liabilities

31 March 2022 31 March 2021

Advance from customers 59.82 16.03
Statutory liabilities 202.77 287.87
Accrued expenses 453.65 314.32
Others 42.93 65.83
759.17 684.05

24 Provisions

31 March 2022 31 March 2021

Provisions for employee benefits
Compensated absences - (Refer note 39) 89.45 128.78
89.45 128.78

25 Revenue from operations

31 March 2022 31 March 2021

Revenue from sale of products (refer note 3.01 and note 43) 54,621.01 43,751.53
Less: Discount on sales (3,970.64) (3,462.56)
Revenue from sale of products (refer note 3.01 and note 43) 50,650.37 40,288.97
Other operating revenues * 196.86 23.40
Total revenue from operations 50,847.23 40,312.37

* The other operating revenues includes Goods & Services tax rebate based on government notification amounting to
` 158.50 Lakhs ( 31st March, 2021 ` Nil)

26 Other income

31 March 2022 31 March 2021

Interest income 20.66 20.79
Profit on sale of property, plant and equipment (net) - 11.62
Miscellaneous receipts 0.03 0.10
Reversal of provision for doubtful debts 18.30 -
Reversal of provision for doubtful advances 32.22 -
71.21 32.51

27 Cost of materials consumed

31 March 2022 31 March 2021

Opening stock of materials 4,172.23 4,423.89
Add: Purchases 20,476.54 12,711.77
Less: Closing stock of materials (4,711.32) (4,172.23)
19,937.45 12,963.43
Purchase of stock-in-trade
Stationery items 10,787.65 5,278.42
10,787.65 5,278.42

106
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

31 March 2022 31 March 2021
Changes in the inventories of finished goods, work-in-process and stock-in-trade
Stocks as at beginning of the year
Work in process 1,636.76 1,801.48
Stock-in-trade 2,480.59 5,053.10

Statutory Reports
Finished goods 4,265.26 6,917.48
8,382.61 13,772.06
Less :
Closing stock as at year end
Work in process 1,968.10 1,636.76
Stock-in-trade 2,318.03 2,480.59
Finished goods 3,574.88 4,265.26
7,861.01 8,382.61
521.60 5,389.45

Financial Statements
28 Employee benefits expense

31 March 2022 31 March 2021

Salaries, wages and bonus 7,172.85 6,518.59
Contribution to Provident, Gratuity and other funds (refer note 39) 516.77 565.75
Staff and labour welfare 322.44 221.73
8,012.06 7,306.07

29 Finance costs

31 March 2022 31 March 2021

Interest on bank borrowings 247.68 561.14
Interest on delayed payment of taxes 9.45 22.08
Other borrowing costs 168.33 309.61
Interest on lease liabilities 0.03 0.07
425.49 892.90

30 Other expenses

31 March 2022 31 March 2021

Power and fuel 647.89 451.70
Job work charges 1,574.18 1,201.69
Repairs
- Building 4.09 3.15
- Machinery 179.82 125.44
- Others 327.80 251.10
Rent 1,564.81 1,364.44
Rates and taxes 61.12 55.95
Net losses in respect of translations of foreign currencies 133.27 136.12

107
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

31 March 2022 31 March 2021
Insurance 123.45 130.48
Advertisement and sales promotion 455.58 598.56
Transport & forwarding charges 2,100.75 1,584.90
Commission and service charges on sales 679.90 522.78
Travelling & conveyance 634.31 518.93
Loss on sale/disposal of property, plant and equipment (net) 22.16 -
Provision for doubtful debts - 452.45
Less: Bad debts written off - (61.25)
Provision for doubtful debts - 391.20
Provision for doubtful advances - 32.84
Payment to auditors* 31.26 26.34
Miscellaneous expenses (refer note 44) 1,397.31 1,095.05
9,937.70 8,490.67
* Payment to auditors
Audit fees (including quarterly limited review) 28.50 23.00
Tax audit fees 2.00 2.00
Expenses reimbursed 0.76 1.34
31.26 26.34

31 Contingent liabilities and commitments (to the extent not provided for)

31 March 2022 31 March 2021

a. Commitments
(i) Estimated amount of contracts remaining to be executed on capital 209.34 223.51
account and not provided for (net of advances)
b. Claims against the Company not acknowledged as debts in respect of (to
the extent not provided for)
(i) Income tax 2,026.25 2,076.62
(ii) Indirect tax cases* 994.89 1,840.23
(iii) Other matters 20.43 20.43
* Tax paid under protest as at 31 March 2022: ` 36.37 lakhs (31 March 2021
- ` 36.22 lakh).
The Company’s pending litigations comprise of proceedings pending with direct tax authorities (pertaining to
disallowance of additional depreciation, expenses, etc.) and indirect tax authorities (pertaining to non submission
of form ‘C’ and form ‘F’, input tax disallowance, misclassification of goods etc.). The Company has reviewed all
its pending litigations and proceedings and believes that these claims are not tenable against the Company and
hence, no provision is considered necessary. It is not practicable for the Company to estimate the timing of cash
outflows, if any, in respect of the above, pending resolution of the respective proceedings, as it is determinable only
on receipt of judgments/decisions pending with various forums/authorities.
c. Bank Guarantees
Bank guarantees as on 31 March 2022 is ` 51.33 lakhs (31 March 2021: ` 51.33 lakhs)

108
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

32 Excise remission and budgetary support at Jammu :

The Jammu and Kashmir High Court delivered a judgement dated 23 December 2010, quashing the Excise Notification
No19/2008-CE & 34/2008-CE applicable to the undertakings set up in Jammu which restricted the quantum of excise
duty remission, at prescribed value addition percentage, and upheld the entitlement of total exemption from excise duty.
Based on the grounds laid down in the said judgement, by the Hon’ble High Court, rebate of excise duty, being the duty on
assessable value of goods, net of Cenvat Credit was recognized in the books till 31 January 2013.

Statutory Reports
Pending final disposal, in January 2013, the Hon’ble High Court directed the department to release 50% of the amount due
to manufacturers subject to approval of the jurisdictional commissioner for manufacturer’s solvency. Post such order the
company has claimed excise rebate as per the then quashed notification from February 2013 to June 2017.

The validity of the said notification, previously quashed by High Court, has subsequently been upheld by the Supreme Court
in its judgement dated 22 April 2020. As per the said notification, units having higher value addition than the prescribed
percentage are entitled to a special rate fixation for excise duty remission. The Company’s application for determination
of Special Rate for the year FY 2008-09 was rejected by the authorities in the year 2010 and is currently sub-judice with
Division Bench 1 CESTAT Chandigarh. Pending adjudication, the subsequent applications for the years FY 2009-10 to FY

Financial Statements
2017-18 is held in abeyance by the authorities. The net gain which shall accrue to the company on account of additional
remission due to special rate fixation for the period February 2013 to June 2017 as offset by net loss due to excess credit,
if any, availed until 31 January 2013 is not presently ascertainable.

33 Expenditure on Research and Development :

Revenue expenses incurred on Research and Development expense comprises of the following:

Sr. 31 March 2022 31 March 2021

No.
1 Employee cost 488.80 393.18
2 Cost of materials 0.00 0.00
3 Other expenses 28.06 9.07
516.86 402.25

34 Dues to micro, small and medium enterprises

The Management has identified enterprises which have provided goods and services to the Company and which qualify
under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises
Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March
2022 has been made in the financial statements based on information received and available with the Company.

109
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Sr. 31 March 2022 31 March 2021
No.
1 the amounts remaining unpaid to micro, small and medium suppliers as at
the end of the year
- Principal 157.73 11.39
- Interest Nil Nil
2 the amount of interest paid by the buyer as per the Micro, Small and Medium 1.33 6.56
Enterprises Development Act, 2006 (MSMED Act, 2006);
3 the amounts of the payments made to the suppliers beyond the appointed 19.10 74.27
day during each accounting year;
4 the amount of interest due and payable for the period of delay in making 0.10 0.27
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under MSMED Act, 2006;
5 the amount of interest accrued and remaining unpaid at the end of each 0.27 1.60
accounting year;
6 the amount of further interest remaining due and payable even in the Nil Nil
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprises for the purposes of disallowances as a
deductible expenditure under the MSMED Act, 2006;

35 Tax expense

(a) Amounts recognised in profit and loss

31 March 2022 31 March 2021

I. Current income tax expense
Current year - -
Tax adjustments relating to prior years - (2.87)
- (2.87)
Deferred income tax liability / (asset), net
Origination and reversal of temporary differences - (518.55)
Effect of changes in tax rates (refer note 36) - 166.97
Tax adjustments relating to prior years - -
Deferred tax - (credit) / charge - (351.58)
Tax expense for the year - (354.45)

110
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

(b) Amounts recognised in other comprehensive income

31 March 2022 31 March 2021

Before tax Tax Net of tax Before tax Tax Net of tax
(expense) (expense)
benefit benefit
Items that will not be reclassified to

Statutory Reports
profit or loss
Remeasurements of the defined 57.20 (4.33) 52.87 78.00 - 78.00
benefit plans
Fair value changes on equity 0.74 4.33 5.07 821.03 (2.19) 818.84
instruments
57.94 - 57.94 899.03 (2.19) 896.84
(c) Reconciliation of effective tax rate

31 March 2022 31 March 2021

Loss before tax (472.85) (1,816.29)

Financial Statements
Company’s domestic tax rate % 33.38 33.38
Tax using the Company’s domestic tax rate (Current year 33.38% and Previous (157.86) (606.35)
Year 33.38%)
Non-deductible tax expenses 34.72 22.33
Adjustment for deferred taxes (previous period) (173.76) -
Effect of reversal of deferred taxes due to tax rate changes - 166.97
Prior year tax (Income)/expense - (2.87)
Others 1.78 4.29
Deferred tax asset not recognised 295.12 61.18
0.00 (354.45)
The Company’s effective tax rates for the year ended 31 March 2022 is NIL and for year ended 31 March 2021 is 19.52%
respectively.

36 Deferred Taxes :

Deferred Tax Assets Deferred Recognised in Recognised Net deferred

Tax Assets / Statement of in OCI tax assets/
(liabilities) Profit and Loss (liabilities)
1 April 2021 31 March 2022
Expenses allowed on payment basis 159.21 (6.57) - 152.64
Others 440.96 (329.44) - 111.52
Provision for doubtful debts/advances 224.20 (15.61) - 208.59
Indexation benefit on investment property 1.21 (2.44) - (1.23)
MAT Credit entitlement 130.51 29.01 - 159.52
Unabosrbed Depreciation 88.90 (182.35) - (271.25)
Deferred Tax Assets 1,044.99 (142.70) - 902.29
Deferred Tax Liabilities
Tangible and intangible assets (990.58) 142.70 - (847.88)
Fair valuation of investments (54.41) - - (54.41)
(1,044.99) 142.70 - (902.29)
Net deferred tax assets / (liability) - - - -

111
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

The Company has evaluated the option of lower tax rates allowed under Section 115BAA of the Income Tax Act, 1961
as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Considering the MAT credit available, the Company
has elected not to exercise the option permitted under Section 115 BAA for the current year. However, the Company has
applied the lower income tax rates on the deferred tax assets / liabilities to the extent these are expected to be realised or
settled in the future period when the Company may be subjected to lower tax rate.

As at March 31, 2022, unrecognised deferred tax assets amounts to INR 356.30 lakhs. (31st March 2021 ` 61.18 Lakh)
These relate to depreciation carry forwards, which can be carried forward indefinitely. The deferred tax asset has not been
recognised on the basis that its recovery is not probable in the foreseeable future.

Deferred Tax Assets Deferred Recognised in Recognised Net deferred

Tax Assets / Statement of in OCI tax assets/
(Liability) Profit and Loss (liabilities)
1 April 2020 31 March 2021
Expenses allowed on payment basis 159.21 - - 159.21
Others 337.01 103.95 - 440.96
Provision for doubtful debts/advances 83.19 141.01 - 224.20
Indexation benefit on investment property 1.21 - - 1.21
MAT Credit entitlement 130.51 - - 130.51
Unabsorbed Depreciation - 88.90 - 88.90
Deferred Tax Assets 711.13 333.86 - 1,044.99
Deferred Tax Liabilities
Tangible and intangible assets (1,008.30) 17.72 - (990.58)
Fair valuation of investments (52.22) - (2.19) (54.41)
(1,060.52) 17.72 (2.19) (1,044.99)
Net deferred tax assets / (liability) (349.39) 351.58 (2.19) -

37 Leases:

As a Lessee (Ind AS 116)

(a) Lease expenses recognized in Statement of Profit and loss, not included in the measurement of lease liabilities :

Particulars 31 March 2022 31 March 2021

Expenses related to short term leases 1,564.81 1,364.44

(b) Maturity analysis of lease liabilities-contract undiscounted cash flows:

Particulars 31 March 2022 31 March 2021

Less than one year 0.14 0.14
One to five years 0.56 0.70
More than five years 0.28 0.28
Total undiscounted lease liabilities 0.98 1.12
Discounted lease liabilities included in the statement of financial position 0.77 0.86
Current lease liability 0.05 0.08
Non-Current lease liability 0.72 0.78

(c) Interest on lease liabilities for the year ended 31 March 2022 ` 0.06 lakhs (31 March 2021: ` 0.07 lakhs)

112
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

(d) The total cash outflow for leases for the year ended 31 March 2022 including short term leases is ` 1,564.93 lakhs
(31 March 2021: ` 1,364.65 lakhs).

38 Earnings per share (basic and diluted):

31 March 2022 31 March 2021

Net loss available for equity shareholders (472.85) (1,461.84)

Statutory Reports
1. Number of equity shares outstanding at the beginning of the year 100,303,806 100,303,806
2. Number of shares issued during the year - -
Weighted average of numbers of equity shares outstanding at the end of the year 100,303,806 100,303,806
(Nos.)
Earnings per equity share ( Face value of ` 1/- each)- Basic (0.47) (1.46)
Earnings per equity share ( Face value of ` 1/- each)- Diluted (0.47) (1.46)

39 Employee Benefits :

Defined Contribution Plans

Financial Statements
Company’s contributions paid/payable during the year to provident fund, ESIC and superannuation fund are recognised in
the statement of profit and loss. The contributions charged to the statement of profit and loss is ` 437.12 lakhs (31 March
2021 ` 455.56 lakhs)

Defined Benefit Plans

Company’s liabilities towards gratuity and leave encashment are determined on actuarial basis using the projected unit credit
method, which consider each period of service as giving rise to an additional unit of benefit and measure each unit separately
to build up the final obligation. Obligation is measured at the present value of estimated future cash flow using a discount rate
that is determined by reference to market yields at the Balance Sheet date on government bonds where the currency and terms
of the government bonds are consistent with the currency and estimated terms of the defined benefit obligation.

Description of the Plan

The Company has covered its gratuity liability by a Group Gratuity Policy named ‘Employee Group Gratuity Assurance
Scheme’ issued by LIC of India. Under the plan, employees at retirement are eligible for benefit, which will be equal to 15
days salary for each completed year of service. Thus, it is a defined benefit plan and the aforesaid insurance policy is the
plan asset.

a. Actuarial assumptions:

31 March 2022 31 March 2021

Discount rate 7.23% 6.85%
Rate of increase in salary 5.00% 5.00%
Expected return on plan assets 7.23% 6.85%
Attrition rate For Service 4 years and For Service 4 years and
below- 20%, 5 years and below- 20%, 5 years and
above - 2.5% above - 2.5%

113
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

b. Reconciliation of benefit obligation:

31 March 2022 31 March 2021

Present value of benefit obligations at the beginning of the year 1,599.95 1,619.91
Interest cost 109.71 110.64
Current service cost 96.05 105.09
Benefit paid from the fund (402.55) (160.89)
Actuarial gain on obligations recognized in other comprehensive income (104.01) (74.80)
Present value of defined benefit obligation at the end of the year 1,299.15 1,599.95

As at 31 March 2022, the weighted average duration of defined benefit obligation was 8 years. (31 March 2021 : 7
years)

c. Reconciliation of fair value of plan assets:

31 March 2022 31 March 2021

Fair value of plan assets at the beginning of the year 1,851.60 1,545.23
Expected return on plan assets 126.98 105.53
Contributions by the employer 152.30 358.53
Benefit Paid (402.55) (160.89)
Actuarial (loss)/gain on plan assets recognized in other comprehensive (46.81) 3.20
income
Fair Value of Plan Assets at the end of the year 1,681.52 1,851.60

Expected Contribution

The expected contribution for defined benefit plan for the next financial year will be in line with the contribution for
the period and is expected by the management to be ` 200.00 lakhs (31 March 2021: ` 258.60 lakhs)

d. Balance sheet reconciliation

31 March 2022 31 March 2021

Opening net (asset) / liability (251.68) 74.66
Expenses recognized in the Statement of Profit and Loss 78.81 110.19
Income recognized in Other Comprehensive Income (57.20) (78.00)
Employer’s contribution (152.30) (358.53)
Net asset recognised in Balance sheet (382.37) (251.68)

e. Expenses recognized in the Statement of profit and loss under the head employee benefits expenses

31 March 2022 31 March 2021

Current service cost 96.05 105.09
Net interest cost (17.24) 5.10
Expenses recognized in the Statement of profit and loss 78.81 110.19

114
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

f. Income recognised in Other Comprehensive Income for the year

31 March 2022 31 March 2021

Actuarial gain on obligation for the year (104.01) (74.80)
Acturial loss/(gain) on plan assets 46.81 (3.20)
Income recognized in the other comprehensive income (57.20) (78.00)

Statutory Reports
g. Sensitivity Analysis

31 March 2022 31 March 2021

Defined Benefit Obligation
Discount Rate
a. Discount Rate - 100 basis points 94.79 101.04
b. Discount Rate + 100 basis points (83.48) (88.57)
Salary Increase Rate (considered taking into account inflation, seniority,
promotion and other relevant factors)

Financial Statements
a. Rate - 100 basis points (85.91) (90.84)
b. Rate + 100 basis points 95.97 101.90
Employee Turnover
a. Rate - 100 basis points (15.30) (13.48)
b. Rate + 100 basis points 13.69 12.00

Note on Sensitivity Analysis

1 Sensitivity analysis for each significant actuarial assumptions of the Company which are discount rate and
salary assumptions as of the end of the reporting period, showing how the defined benefit obligation would
have been affected by changes is shown in the table above.

2 The method used to calculate the liability in these scenarios is by keeping all the other parameters and the
data same as in the base liability calculation except for the parameters to be stressed.

h. Expected future cash flows

The expected future cash flows in respect of gratuity as at Balance Sheet dates will be as follows :

Projected benefits payable in future years from the date of reporting 31 March 2022 31 March 2021
1st following year 143.24 427.80
2 nd following year 100.87 92.59
3 rd following year 99.47 110.79
4 th following year 117.59 98.08
5 th following year 132.35 114.45
Sum of years 6 to 10 738.38 597.56
Sum of years 11 and above 1,090.60 1,272.82

115
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Other long term employee benefit - Compensated absences
The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of the
employees at the year-end. The value of such leave balances that are eligible for carry forward, is determined by an
actuarial valuation as at the end of the year and actuarial gains and losses are charged to the Statement of profit and
loss. The following table provides details in relation to compensated absences.

31 March 2022 31 March 2021

Expense for the year 81.50 53.41
Closing balance 654.00 685.84
40 Related parties:
Related party disclosures, as required by Indian Accounting Standard 24 (Ind AS 24) are given below :
a Name of related parties and nature of relationship
1 Kokuyo Co. Limited Holding Company
b Name of related parties with whom there were transactions during the year
Fellow Subsidiary
2 Kokuyo Vietnam Trading Co. Limited
3 Kokuyo Riddhi Paper Products Private Limited
4 Kokuyo Vietnam Co. Limited
Entities over which KMPs /directors and/or their relatives are able to exercise significant influence
5 Excella Pencils Limited
6 Camlin Fine Sciences Limited
7 Nilmac Packaging Industries Private Limited
c Key Management Personnel and their Relatives

Name of the Person Nature of Relationship

Key Management Personnel
Mr. Dilip Dandekar * Chairman & Non Executive Director (C & Non ED)
Mr. Shriram Dandekar Vice Chairman & Executive Director (VC & ED)
Mr. Nobuchika Doi ** Non-Executive Director
Mr. Satish Veerrappa Chief Executive Officer
Mr. Chetan Badal Chief Financial Officer
Mr. Ravindra Damle *** V.P. (Corporate) & Company Secretary
Ms. Hinal Chheda **** Company Secretary & Compliance Officer
Relatives
Mr. Subhash Dandekar Chairman Emeritus and brother of C & Non ED
Mrs. Aditi Dighe General Manager and daughter of C & Non ED
Mr. Rahul Dandekar General Manager and son of C & Non ED
* Mr. Dilip Dandekar ceased to be executive director with effect from 01 September 2021
** Mr. Nobuchika Doi ceased to be executive director with effect from 01 February 2021
*** Mr. Ravindra Damle ceased to be Company Secretary and KMP with effect from 01 March 2022
**** Ms. Hinal Chheda appointed as Company Secretary with effect from 01 March 2022

116
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

d Transactions with Holding Company

Particulars 31 March 2022 31 March 2021

Purchase of goods Kokuyo Co. Limited 228.54 164.97
Total 228.54 164.97
Sale of goods Kokuyo Co. Limited 1,042.94 641.21

Statutory Reports
Total 1,042.94 641.21
Reimbursement of expenses paid Kokuyo Co. Limited 2.12 -
Total 2.12 -
Reimbursement of expenses received Kokuyo Co. Limited - 13.24
Total - 13.24
Balances with Holding Company
31 March 2022 31 March 2021
Net amount receivable Kokuyo Co. Limited 252.03 127.04

Financial Statements
Total 252.03 127.04

e Transactions with Fellow subsidiary company

Particulars Name of entity 31 March 2022 31 March 2021

Purchase of goods Kokuyo Vietnam Co. Limited 3.79 6.83
Kokuyo Riddhi Paper Products - 117.77
Pvt. Ltd.
Total 3.79 124.60
Kokuyo Vietnam Trading Co. 13.70 2.62
Limited
Sale of goods Kokuyo Commerce Shanghai 0.61 -
Total 14.31 2.62
Balances with Fellow subsidiary
company
Particulars Name of entity 31 March 2022 31 March 2021
Net amount receivable Kokuyo Vietnam Trading Co. 9.90 2.62
Limited
Total 9.90 2.62

117
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

f Transactions with entities over which KMPs / directors and/or their relatives are able to exercise significant
influence

Particulars Name of entity 31 March 2022 31 March 2021

Receiving services Nilmac Packaging Industries 111.09 293.06
Private Limited
Excella Pencils Limited 758.23 777.89
Total 869.32 1,070.95
Reimbursement of expenses Excella Pencils Limited 12.57 17.89
Nilmac Packaging Industries - 20.73
Private Limited
Camlin Fine Sciences Limited - 0.14
Total 12.57 38.76
Balances with entities over which
KMPs/directors and/or their relatives
are able to exercise significant influence
Particulars Name of entity 31 March 2022 31 March 2021
Net amount payable Excella Pencils Limited 9.26 22.68
Nilmac Packaging Industries - 3.36
Private Limited
Total 9.26 26.04
Net amount receivable Camlin Fine Sciences Limited - 0.27
Total - 0.27

g Remuneration to Key Management Personnel and their relatives

31 March 2022 31 March 2021

Remuneration Mr. Dilip Dandekar * 96.58 129.49
Mr. Shriram Dandekar 134.95 109.80
Mr. Nobuchika Doi** - 45.71
Mr. Satish Veerappa 208.98 88.45
Mr. Chetan Badal 90.63 70.22
Mr. Ravindra Damle *** 49.83 43.25
Ms. Hinal Chheda **** 1.86 -
Ms. Aditi Dighe 28.69 24.60
Mr. Rahul Dandekar 27.39 22.10
Total 638.91 533.62

* Mr. Dilip Dandekar ceased to be executive director with effect from 01 September 2021
** Mr. Nobuchika Doi ceased to be executive director with effect from 01 February 2021
*** Mr. Ravindra Damle ceased to be Company Secretary and KMP with effect from 01 March 2022
**** Ms. Hinal Chheda appointed as Company Secretary with effect from 01 March 2022

118
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

41 Financial instruments – Fair values and risk management

A. Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value
hierarchy, are presented below. It does not include the fair value information for financial assets and financial
liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Statutory Reports
31 March 2022 Carrying amount Fair Value
FVTOCI FVTPL Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-Current
(i) Investments 1,369.81 - - 1,369.81 1,116.00 - 253.81 1,369.81
(ii) Other financial assets - - 265.69 265.69 - - - -
Current
(iii) Trade receivables - - 5,943.87 5,943.87 - - - -

Financial Statements
(iv) Cash and cash equivalents - - 700.56 700.56 - - - -
(v) Bank balances other than (iv) above - - 25.03 25.03 - - - -
1,369.81 - 6,935.15 8,304.96 1,116.00 - 253.81 1,369.81
Financial liabilities - - - -
Non-Current - - - -
(i) Borrowings - - 592.97 592.97 - - - -
(ii) Other financial liabilities - 2.31 0.72 3.03 - 2.31 - 2.31
Current -
(i) Short term borrowings - - 6,454.22 6,454.22 - - - -
(ii) Trade payables - - 4,755.08 4,755.08 - - - -
(iii) Other financial liabilities - - 1,707.33 1,707.33 - - - -
- 2.31 13,510.32 13,512.63 - 2.31 - 2.31

31 March 2021 Carrying amount Fair Value

FVTOCI FVTPL Amortised Total Level 1 Level 2 Level 3 Total
Cost
Financial assets
Non-Current
(i) Investments 1,369.07 - - 1,369.07 1,123.60 - 245.47 1,369.07
(ii) Other financial assets - - 304.52 304.52 - - - -
Current - - - - -
(iii) Trade receivables - - 5,114.67 5,114.67 - - - -
(iv) Cash and cash equivalents - - 670.90 670.90 - - - -
(v) Bank balances other than (iv) above - - 34.53 34.53 - - - -
1,369.07 - 6,124.62 7,493.69 1,123.60 - 245.47 1,369.07
Financial liabilities
Non-Current
(i) Borrowings - - 1,342.76 1,342.76 - - - -
(ii) Other financial liabilities - 112.62 0.78 113.40 - 112.62 - 112.62

119
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

31 March 2021 Carrying amount Fair Value
FVTOCI FVTPL Amortised Total Level 1 Level 2 Level 3 Total
Cost
Current
(i) Short term borrowings - - 6,481.00 6,481.00 - - - -
(ii) Trade payables - - 3,811.42 3,811.42 - - - -
(iii) Other financial liabilities - - 1,555.06 1,555.06 - - - -
- 112.62 13,191.02 13,303.64 - 112.62 - 112.62

B. Measurement of fair values

Fair value hierarchy/Valuation technique
No financial instruments are recognised and measured at fair value, except derivative contracts which are measured at
fair value through Statement of profit and loss and certain investments in equity instruments which are measured at fair
value through OCI. These derivative contracts are currency and interest rate swap contracts that are not traded in an active
market. Their fair valuation is determined using valuation techniques that maximise the use of observable market data
and rely as little as possible on entity-specific estimates and quotes received from the banks. Since all significant inputs
required to fair value these derivative contracts are observable, the instruments are classified as level 2.

For all the financial assets and liabilities referred above that are measured at amortised cost, their carrying amounts are
reasonable approximations of their fair values. The carrying amounts of loans, trade receivables, trade payables, cash and
cash equivalents, other bank balances, other financial assets, other financial liablilities are considered to be the same as
their fair values due to their short term nature.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to
valuation techniques used to measure fair value of financial instruments are:

Investments in quoted equity shares are measured at fair value through other comprehensive income using quoted
market price as at reporting date. These instruments are classified as level 1. For investments in non quoted equity shares
the Company obtained Independent Valuations of underlying assets of the entity to determine the fair value of Land and
Building and arrived at fair value of its investments. These instruments are classified as level 3.

Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of
all equity instruments which are traded in the stock exchanges is valued using the closing price or dealer quotations as at
the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (For example, over the counter
derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little
as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level
3.

120
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Valuation techniques and significant unobservable inputs ( for level 2 and level 3 instruments)

Type Valuation technique Significant Inter-relationship

unobservable between significant
inputs unobservable inputs
and fair value
measurements

Statutory Reports
Un-quoted Valuation of underlying assets of the entity Market rate used 10% increase
investments for valuation (decrease) would
result in increase
(decrease) in fair value
by ` 25.38 lakhs
Other financial The fair value of currency swap is calculated Not applicable Not applicable
liabilities Derivative as the present value determined using forward
Liabilities exchange rates, currency basis spreads between
the respective currencies, interest rate curves and

Financial Statements
an appropriate discount factor.
The fair value of interest rate swaps is calculated
as the present value of the estimated future cash
flows based on observable yield curves and an
appropriate discount factor.

Reconciliation of fair value measurement of investment in unquoted equity instrument classified as FVTOCI (Level 3):

The following table shows a reconciliation from the opening balances to closing balances for Level 3 fair value.

31 March 2022 31 March 2021

Opening balances 245.47 236.04
Remeasurement recognised in OCI 8.34 9.43
Closing balances 253.81 245.47

C Financial risk management

Risk management framework

The Company’s business activities expose it to a variety of financial risks, namely credit risk, liquidity risk and market risks.
The Company’s senior management and key management personnel have the ultimate responsibility for managing these
risks. The Company has a process to identify and analyse the risks faced by the Company, to set appropriate risk limits
and to control and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company’s activities.

i Management of the credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. Credit risk is managed through credit approvals, establishing credit limits and
continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal
course of business.

121
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Trade Receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base
being large. All trade receivables are reviewed and assessed for default on a regular basis. The historical experience
of collecting receivables, supported by the level of default, is that the credit risk is low.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine
incurred and expected credit losses. The Company assesses and manages credit risk based on the Company’s
credit policy. Under the Company’s credit policy, each new customer is analyzed individually for credit worthiness
before the Company’s standard payment and delivery terms and conditions are offered. The Company assesses on
a forward looking basis the expected credit losses associated with its assets carried at amortised cost. For trade
receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the receivables. When determining
whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating
expected credit losses, the Company considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Company’s historical experience and informed credit assessment and including forward looking information.

The Company’s trade receivables are geographically dispersed. The Management do not believe there are any
particular customers or group of customers that would subject the Company to any significant credit risks in the
collection of accounts receivable.

The carrying amount of trade receivables represents the maximum credit exposure. The maximum exposure to
credit risk was ` 5,943.87 lakhs and ` 5,114.67 lakhs as at 31 March 2022 and 31 March 2021, respectively.

Following is the movement in Provision for Expected credit loss on trade receivables:

Particulars Year ended Year ended

31 March 2022 31 March 2021
Opening balance 546.86 216.91
(Reversal of impairment loss) / Impairment loss recognised (18.30) 391.20
Amounts written off (21.90) (61.25)
Closing balance 506.65 546.86

Cash and cash equivalents

The Company is also exposed to credit risks arising on cash and cash equivalents and term deposits with banks.
The Company believes that its credit risk in respect of cash and cash equivalents and term deposits is insignificant
as funds are invested in term deposits at pre-determined interest rates for specified period of time. For cash and
cash equivalents and other bank balances, only high rated banks are accepted.

Other Financial Assets:

The Company periodically monitors the recoverability and credit risks of its other financial assets including employee
loans, deposits and other receivables. The Company evaluates 12 month expected credit losses for all the financial
assets for which credit risk has not increased. In case credit risk has increased significantly, the Company considers
life time expected credit losses for the purpose of impairment provisioning.

122
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Following is the movement in Provision for Expected credit loss on Other non-current and current assets:

Year ended Year ended

31 March 2022 31 March 2021
Loss allowance at the beginning of the year 65.12 32.28
Changes in allowance during the year (48.27) 32.84

Statutory Reports
Loss allowance as at the end of the year 16.85 65.12
ii Liquidity risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities.
The Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities
when due without incurring unacceptable losses.The Company maintains a cautious funding strategy. This is the
result of cash generated from the business. Cash flow from operating activities provides the funds to service the
working capital requirement. The Company also has adequate borrowings limits/funding from long term/short term
sources. Accordingly, low liquidity risk is perceived.
Exposure to liquidity risk

Financial Statements
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Carrying Contractual cash flows

amount Total Less than 1- 5 years More than
1 year 5 years
As at 31 March 2022
Non-derivative financial liabilities
Term Loans (including current maturities) 1,386.45 1,386.45 793.48 592.97 -
Short term borrowings 5,660.74 5,660.74 5,660.74 - -
Trade payables 4,755.08 4,755.08 4,755.08 - -
Other financial liabilities 1707.33 1707.33 1707.33 - -
Lease liabilities 0.77 0.98 0.14 0.56 0.28
Derivative financial liabilities
Currency and interest rate swap contracts 2.31 2.31 - 2.31 -
As at 31 March 2021
Non-derivative financial liabilities
Term Loans (including current maturities) 2,114.77 2,114.77 772.01 1,342.76 -
Short term borrowings 5,708.99 5,708.99 5,708.99 - -
Trade payables 3,811.42 3,811.42 3,811.42 - -
Other financial liabilities 1,555.06 1,555.06 1,555.06 - -
Lease liabilities 0.86 0.98 0.14 0.70 0.28
Derivative financial liabilities
Currency and interest rate swap contracts 112.62 112.62 - 112.62 -
iii Market risk - Currency risk
The Company’s operations result in it being exposed to foreign currency risk on account of trade receivables, trade
payables and borrowings. The foreign currency risk may affect the Company’s income and expenses, or its financial
position and cash flows. The objective of the Company’s management of foreign currency risk is to maintain this
risk within acceptable parameters, while optimising returns. The Company’s exposure to, and management of these
risks is explained below:

123
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

The Company’s exposure to foreign currency risk at the end of the reporting period expressed in lakhs, are as
follows:

31 March 2022 31 March 2021

Foreign Amount in ` Foreign Amount in `
currency currency
Amount Amount
Loan from - Banks (Unsecured and Hedged)
USD 18.23 1,383.61 28.65 2,105.60
Less: Currency swap 1,383.61 2,105.60
Net exposure - -
Receivables
USD 2.80 212.22 4.72 346.94
YEN 453.03 281.57 272.52 180.84
Payables
YEN 671.63 417.44 271.98 180.49
USD 3.19 241.78 - -
GBP 0.05 4.97 - -

31 March 2022 31 March 2021

Foreign Amount in ` Foreign Amount in `
currency currency
Net exposure
USD (0.39) (29.56) 4.72 346.94
YEN (218.60) (135.87) 0.54 0.36
GBP (0.05) (4.97)
A 10% strengthening/weakening of the respective foreign currencies with respect to functional currency of the Company
would result in increase or decrease in profit or loss and equity as shown in table below. This analysis assumes that all
other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The
following analysis has been worked out based on the exposures as of the date of statements of financial position.

Effect in ` Profit or (loss)/ Equity

31 March 2022 31 March 2021
Currencies (increase in rate by 10%)
USD (2.96) 34.69
YEN (13.59) 0.04
GBP (0.50) -
(17.04) 34.73
If the rate is decreased by 10% then there will be increase in profit and equity of ` 17.04 lakhs for the year ended 31
March 2022 and decrease in profit and equity of ` 34.73 lakhs for the year ended 31 March 2021.

iv Market risk - Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates
primarily to the Company’s short term borrowings (excluding commercial paper) with floating interest rates. For

124
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

all long-term borrowings with floating rates, which are in foreign currency, the risk of variation in the interest rates
is mitigated through interest rate swaps and hence, considered fixed rate borrowings. The Company constantly
monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and
financing cost.

Interest rate exposure:

Total Floating rate Fixed rate

Statutory Reports
borrowings borrowings borrowings
Term loan and short term borrowings 5,663.58 5,660.74 2.84
External Commercial borrowings 1,383.61 - 1,383.61
Total as at 31 March 2022 7,047.19 5,660.74 1,386.45
Term loan and short term borrowings 5,718.16 5,708.99 9.17
External Commercial borrowings 2,105.60 - 2,105.60
Total as at 31 March 2021 7,823.76 5,708.99 2,114.77
Interest rate sensitivities for unhedged exposure (impact on profit on increase of interest rate by 100 bps):

Financial Statements
Particulars 31 March 2022 31 March 2021
Term loan and short term borrowings (56.61) (57.09)
External commercial borrowings (hedged against interest rate swap) - -

If the rate is decreased by 100 bps profit will increase by an equal amount. Interest rate sensitivity has been calculated
assuming the borrowings outstanding at the reporting date have been outstanding for the entire reporting period.

v Market risk - Other market price risks

The Company is exposed to equity price risk, which arises from Fair Value through Other Comprehensive Income
(FVOCI) equity securities which are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE)
in India. For such investments, classified as FVOCI, a 2% increase in the BSE index at 31 March 2022 would have
increased equity by ` 22.32 lakhs (31 March 2021 : ` 22.37 Lakhs); an equal change in the opposite direction would
have decreased equity by ` 22.32 lakhs (31 March 2021 : ` 22.37 lakhs).

vi Derivative instruments :

Currency and Interest Rates Swaps Contracts:

Derivatives for hedging currency and interest rates, outstanding are as under:

Purpose Currency 31 March 2022 31 March 2021 Cross Currency

Currency and interest rate swaps ECB* USD 18.23 28.65 `
*External Commercial Borrowings
Mark-to-market on above derivative contracts ` 2.31 Lakhs (31 March 2021 : ` 112.62 lakhs) is recognised as
derivative liability under ‘Other financial liabilities’ in the balance sheet.

42 Segment Reporting

The Company is in the business of manufacturing, trading and selling of stationery. It manufactures art material, marker
pens, inks, pencils and others stationery products. The Management is of the view that the risks and returns for these
products are not significantly different. Accordingly, the Company has a single reportable segment i.e. ‘Consumer products’
as per Ind AS 108 ‘Operating Segments’ which is reviewed by Chief Operating Decision Maker (CODM). Further, export sales
are not significant and there is no reportable secondary segment.

125
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

43 Ind AS 115 – Revenue from Contracts with Customers
(A) The Company is in the business of manufacturing, trading and selling of stationery. All sales are made at a point
in time and revenue recognised upon satisfaction of the performance obligations which is typically upon dispatch/
delivery depending on the contractual terms with the customers. Accruals for discounts/incentives are estimated
(using the most likely method) based on accumulated experience and underlying schemes and agreements with
customers. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are
established and the Company does not give significant credit period resulting in no significant financing component.
(B) Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:

31 March 2022 31 March 2021

Revenue from contracts with customer as per Contract price 54,842.31 44,691.66
Less: Discounts, incentives, rebates 3,970.64 3,462.56
Less:- Sales Returns /Credits /Reversals 221.30 940.13
Revenue from contracts with customer as per statement of profit and loss 50,650.37 40,288.97
Disaggregation of revenue from contract with customers
31 March 2022 31 March 2021
Geography
Domestic 48,515.42 38,629.25
Exports 2,134.95 1,659.72
Total 50,650.37 40,288.97
Sales channel
Distributors or dealers( including exports) 47,534.27 37,360.37
Modern trade 3,116.10 2,928.60
50,650.37 40,288.97
(C) Contract liability (advance from customers)

31 March 2022 31 March 2021

Advance from customers 59.82 16.03
44 Corporate social responsibility expenditure
As per Section 135 of the Companies Act 2013, the Company has formed a Corporate Social Responsibility (CSR)
Committee. The CSR Committee approved CSR Policy where certain focus areas out of list of activities covered in Schedule
VII of the Companies Act 2013, have been identified to incur CSR expenditure.

31 March 2022 31 March 2021

(a) Gross amount required to be spent by the Company during the year 12.72 32.69
(b) Actual amount spent by the Company during the year
(i) Construction/acquisition of any asset - -
(ii) On purposes other than (i) above
Contribution to NGOs - 28.98
Contribution to Company’s own projects 7.32 -
Contribution to PM Cares Fund 6.00 5.00
Total amount spent in cash 13.32 33.98
(c) Shortfall at the end of the year - -
(d) Total of previous years shortfall - -
(e) Reason for shortfall Not applicable Not applicable

126
 Annual Report - 2021-22  KOKUYO CAMLIN LIMITED

Notes to the financial statements

Corporate Overview
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

45 Financial ratios

Particulars Numerator Denominator 31 March 31 March % of Explanation for change in the ratio by
2022 2021 variance more than 25%
Liquidity Ratio
Current Ratio (times) Current Assets Current Liabilities 1.58 1.61 (1.68%)
Solvency Ratio

Statutory Reports
Debt-Equity Ratio (times) Total Debt Shareholder’s Equity 0.29 0.32 (8.36%)
Debt Service Coverage Net Profit after Interest + Lease 1.40 0.24 497% The Company’s net loss for 2021-22
Ratio (times) taxes + Non-cash Payments + Principal reduced by 74% over 2020-21 coupled
operating expenses like Repayments with strict control over Company’s
depreciation and other working capital. The reduction in
amortizations + Interest losses and interest cost has led to
+ other adjustments like improvement in Debt Service Coverage
loss on sale of Fixed ratio.
assets etc.
Profitability ratio
Net Profit Ratio (%) Profit After Tax Total Sales (0.93) (3.63) (74.4%) The Company’s turnover for 2021-22
Return on Equity Ratio (%) Profit After Tax - Average (1.96) (5.93) (67.00%) witnessed a growth of 25 % over 2020-21

Financial Statements
Preference Div. (if any) Shareholder’s Equity coupled with strict control over Company’s
expenditure. This has led to a significant
Return on Capital Earning before interest Net worth + total (0.15) (2.87) (94.7%)
decline in Company’s losses as compared
employed (%) and tax debts
to the previous year. Simultaneously
Return on Investment (%) Net Profits after taxes Average (0.02) (0.06) (67.4%) the Company also witnessed marked
– Preference Dividend Shareholder’s Equity improvement in the management of
(if any) working capital constituents such as
receivable and inventories, which led to
reduction in working capital borrowing. The
composite effect of improved profitability
and reduced borrowing has led to
improvement in three profitability ratio.
Utilization Ratio
Trade Receivables Net Credit Sales Average Trade 9.20 6.37 44.5% For the year 2020-21, the opening
turnover ratio (times) Receivables receivables as at 1st April 2020 were very
high since collection from customers
were severely impacted by the lockdown
imposed by Government. The higher
opening balance has adversely impacted
the ratio in 2020-21.
Inventory turnover ratio Cost of goods sold or Average Inventory 2.46 1.52 61.7% The Company enjoys peak sales during
(times) Sales the school season of March-June of any
year. In anticipation of peak sales, the
Company had built higher inventories
as at 1st April 2020. However, due
to onset of Covid 19 pandemic, the
schools were closed and the season
sale did not materialize. The composite
effect of high inventories and reduced
turnover 2020-21 has adversely
affected the inventory turnover ratio of
that year. As the situation improved in
2021-22, the inventories turnover ratio
has also improved.

127
Notes to the financial statements
for the year ended 31 March 2022 (Contd.)

(Currency: Indian rupees in lakhs)

Particulars Numerator Denominator 31 March 31 March % of Explanation for change in the ratio by
2022 2021 variance more than 25%
Trade payables turnover Net Credit Purchases Average Trade 7.30 3.30 121% For the year 2020-21, the opening
ratio (times) Payables payable as at 1 April 2020 were very
high since payment to suppliers were
adversly affected due to lockdown
imposed by Government. The higher
opening balance has adversely
impacted the ratio in 2020-21.
Net capital turnover ratio Net Sales Average Working 6.49 4.90 32.3% Due to Covid 19 pandemic, there was
(times) Capital a significant decline in sales turnover
during the year 2020-21.However, the
Company had built up inventories as
at 1 April 2020 for the coming school
season. Due to lockdown, the schools
were closed and such huge inventories
took time to get liquidated. Similarly,
due to lockdown, the collection were
also impacted during 2020-21. The
composite effect of high receivables
and inventories during 2020-21 has
led to lower net capital turnover ratio
2020-21.Since the situation improved
in 2021-22,the net capital turnover ratio
has also improved.

46 Disclosure of Intermediaries

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by
or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding
Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or
entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

47 Previous period figures have been reclassified to comply with changes in Schedule III to the Companies Act,2013.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Kokuyo Camlin Limited
Firm’s Registration No: 101248W/W-100022 CIN : L24223MH1946PLC005434
Vijay Mathur Satish Veerappa Chetan Badal Dilip Dandekar
Partner Chief Executive Officer Chief Financial Officer Chairman and Non Executive Director
Membership No: 046476 (DIN-00846901)
Mumbai Shishir B. Desai Hinal Chheda Shriram Dandekar
06 May 2022 Director Company Secretary Vice Chairman & Executive Director
(DIN-01453410) & Compliance Officer (DIN-01056318)

128
KOKUYO CAMLIN LIMITED KOKUYO CAMLIN LIMITED I 75th ANNUAL REPORT 2021-22
A SUBSIDIARY OF KOKUYO CO. LTD., JAPAN
CIN - L24223MH1946PLC005434
48/2, Hilton House, Central Road, MIDC,
Andheri (East)
Mumbai - 400 093.
Tel.: (022) 6655 7000
www.kokuyocamlin.com